**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**


(Mark
      One)





[X]
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      quarterly period ended September 30, 2007





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




For
      the
      transition period
      from  __________________     to  
_________________________





Commission
      file number 000-51594





**GOLDMOUNTAIN
      EXPLORATION CORPORATION**


(Exact
      name of small business issuer as specified in its charter)





Nevada
            98-0455906(State
                or other jurisdiction of
            (IRS
                Employer Identification No.)incorporation
                or organization)





**First
      Canadian Place, 100 King Street West**


**Suite
      5700**


**Toronto,
      Ontario, Canada, M5X 1K7.**


(Address
      of principal executive offices)





**(416)
      915-3126**


(Registrant's
      telephone number)





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





At
      November 28, 2007, there were 87,377,167 shares of the Registrant’s common stock
      outstanding, which includes 1,730,000 shares which we previously sold pursuant
      to Subscription Agreements, which shares have not been issued to date, but
      which
      have been included in the total number of issued and outstanding shares
      disclosed throughout this report.





Transitional
      Small Business Disclosure Format.  Yes [   ] No
      [X]





Indicate
      by check mark whether the registrant is a shell company


(as
      defined in Rule 12b-2 of the Exchange Act).  Yes [   ] No
      [X].









**PART
      I. FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**


**GOLDMOUNTAIN
        EXPLORATION CORPORATION**
  **(An
        Exploration Stage Company)**
  **SECOND
        QUARTER CONSOLIDATED FINANCIAL STATEMENTS**
  **SEPTEMBER
        30, 2007**
  **(Unaudited)**
  **(Stated
        in U.S. Dollars)**
   F-1
   **GOLDMOUNTAIN
        EXPLORATION CORPORATION**
 **(An
        Exploration Stage Company)**
 **CONSOLIDATED
        BALANCE SHEETS**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
  **SEPTEMBER
                  30, 2007**
              
              
              **MARCH
                  31, 2007**
                **(audited)****ASSETS****Current**Cash
              
              **$**
              **12,330**
              
              
              $
              17,096Prepaid
                  expenses
              
              ****
              **-**
              
              
              
              3,030**Total
                  Current Assets**
              
              ****
              **12,330**
              
              
              
              20,126**Non-Current**Mineral
                  properties
              
              ****
              **1,060,000**
              
              
              
              1,060,000**TOTAL
                  ASSETS**
              
              **$**
              **1,072,330**
              
              
              $
              1,080,126**LIABILITIES****Current**Accounts
                  payable and accrued liabilities
              
              **$**
              **86,370**
              
              
              $
              29,798**STOCKHOLDERS'
                  EQUITY****Share
                  Capital**Authorized:400,000,000
                  common voting shares with a par value of$0.001
                  per share100,000,000
                  preferred shares with a par value of$0.001
                  per shareIssued
                  and outstanding:86,877,168
                  common shares at September 30, 2007and
                  80,657,168 common shares at March 31, 2007
              
              ****
              **86,877**
              
              
              
              80,657**Additional
                  Paid-In Capital**
              
              ****
              **4,066,423**
              
              
              
              1,713,143**Stock
                  Subscriptions Received**
              
              ****
              **-**
              
              
              
              25,000**Deficit
                  Accumulated During Exploration Stage**
              
              ****
              **(3,167,340**
              **)**
              
              
              (768,472
              )**Total
                  Stockholders' Equity**
              
              ****
              **985,960**
              
              
              
              1,050,328**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              **$**
              **1,072,330**
              
              
              $
              1,080,126
  The
        accompanying notes are an integral part of these consolidated financial
        statements.
   F-2
   **GOLDMOUNTAIN
        EXPLORATION CORPORATION**
 **(An
        Exploration Stage Company)**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
  THREE
                  MONTHS ENDED SEPTEMBER 30, 2007
              
              
              SIX
                  MONTHS ENDED SEPTEMBER 30, 2007
              
              
              THREE
                  MONTHS ENDED SEPTEMBER 30, 2006 (Reclassified)
              
              
              SIX
                  MONTHS ENDED SEPTEMBER 30, 2006 (reclassified)
              
              
              PERIOD
                  FROM INCEPTION NOVEMBER 3, 2004 TO SEPTEMBER 30, 2007**Revenue**
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -**Operating
                  Expenses**Consulting
                  fees
              
              
              15,060
              
              
              
              27,745
              
              
              
              9,485
              
              
              
              19,263
              
              
              
              71,407Mineral
                  acquisition costs
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              28,627Mineral
                  exploration costs
              
              
              476,327
              
              
              
              476,327
              
              
              
              185,895
              
              
              
              185,895
              
              
              
              867,011Loss
                  (gain) on foreign exchange
              
              
              5,589
              
              
              
              5,464
              
              
              
              (569
              )
              
              
              (622
              )
              
              
              5,215Office
                  and sundry
              
              
              12,522
              
              
              
              21,731
              
              
              
              16,485
              
              
              
              26,016
              
              
              
              91,531Professional
                  fees
              
              
              73,700
              
              
              
              88,601
              
              
              
              16,739
              
              
              
              59,005
              
              
              
              275,549Write
                  down of mineralproperty
                  interest
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              3,500583,198
              
              
              
              619,868
              
              
              
              228,035
              
              
              
              289,557
              
              
              
              1,342,840**Net
                  Operating Loss For The Period**
              
              
              (583,198
              )
              
              
              (619,868
              )
              
              
              (228,035
              )
              
              
              (289,557
              )
              
              
              (1,342,840
              )**Other
                  Income (Loss)**Stock
                  accretion expense
              
              
              (1,725,000
              )
              
              
              (1,779,000
              )
              
              
              -
              
              
              
              -
              
              
              
              (1,824,500
              )**Net
                  Loss For The Period**
              
              
              (2,308,198
              )
              
              
              (2,398,868
              )
              
              
              (228,035
              )
              
              
              (289,557
              )
              
              
              (3,167,340
              )**Basic
                  And Diluted Loss Per Share**
              
              $
              (0.03
              )
              
              $
              (0.03
              )
              
              $
              (0.01
              )
              
              $
              (0.01
              )**Weighted
                  Average Number of****Common
                  Shares Outstanding**
              
              
              84,900,537
              
              
              
              84,469,772
              
              
              
              78,749,312
              
              
              
              78,066,725
  The
        accompanying notes are an integral part of these consolidated financial
        statements.
   F-3
   **GOLDMOUNTAIN
        EXPLORATION CORPORATION**
 **(An
        Exploration Stage Company)**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
  THREE
                  MONTHS ENDED SEPTEMBER 30, 2007
              
              
              SIX
                  MONTHS ENDED SEPTEMBER 30, 2007
              
              
              THREE
                  MONTHS ENDED SEPTEMBER 30, 2006 (Reclassified)
              
              
              SIX
                  MONTHS ENDED SEPTEMBER 30, 2006 (Reclassified)
              
              
              PERIOD
                  FROM INCEPTION NOVEMBER 3, 2004 TO SEPTEMBER 30, 2007**Cash
                  provided by (used in)****Operating
                  Activities**Net
                  loss for the period
              
              $
              (2,308,198
              )
              
              $
              (2,398,868
              )
              
              $
              (228,035
              )
              
              $
              (289,557
              )
              
              $
              (3,167,340
              )Item
                  not involving cash:Stock
                  accretion expense
              
              
              1,725,000
              
              
              
              1,779,000
              
              
              
              -
              
              
              
              -
              
              
              
              1,824,500Changes
                  in non-cash workingcapital
                  items:Write
                  down of mineralproperty
                  interest
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              3,500Prepaid
                  expenses
              
              
              -
              
              
              
              3,030
              
              
              
              (3,498
              )
              
              
              (3,253
              )
              
              
              -Accounts
                  payable andaccrued
                  liabilities
              
              
              55,193
              
              
              
              56,572
              
              
              
              (21,931
              )
              
              
              7,963
              
              
              
              86,370(528,005
              )
              
              
              (560,266
              )
              
              
              (253,464
              )
              
              
              (284,847
              )
              
              
              (1,252,970
              )**Financing
                  Activity**Share
                  capital issued for cash
              
              
              540,000
              
              
              
              580,500
              
              
              
              268,800
              
              
              
              378,800
              
              
              
              1,468,800Share
                  subscriptions received
              
              
              -
              
              
              
              (25,000
              )
              
              
              222,935
              
              
              
              222,935
              
              
              
              -540,000
              
              
              
              555,500
              
              
              
              491,735
              
              
              
              601,735
              
              
              
              1,468,800**Investing
                  Activity**Additions
                  to mineral propertyinterest
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (3,500
              )Acquisition
                  of mineral property
              
              
              -
              
              
              
              -
              
              
              
              (100,000
              )
              
              
              (200,000
              )
              
              
              (200,000
              )-
              
              
              
              -
              
              
              
              (100,000
              )
              
              
              (200,000
              )
              
              
              (203,500
              )**Increase
                  (Decrease) In Cash**
              
              
              11,995
              
              
              
              (4,766
              )
              
              
              138,271
              
              
              
              116,888
              
              
              
              12,330**Cash,
                  Beginning Of Period**
              
              
              335
              
              
              
              17,096
              
              
              
              5,410
              
              
              
              26,793
              
              
              
              -**Cash,
                  End of Period**
              
              $
              12,330
              
              
              $
              12,330
              
              
              $
              143,681
              
              
              $
              143,681
              
              
              $
              12,330**Non-cash
                  investing and****financing
                  activities****Common
                  stock issued for****property
                  acquisition**
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              860,000
              
              
              $
              860,000**Supplemental
                  disclosure of****cash
                  flow information****Cash
                  paid during the period for:**Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
                  taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
  The
        accompanying notes are an integral part of these consolidated financial
        statements.
   F-4
   **GOLDMOUNTAIN
        EXPLORATION CORPORATION**
 **(An
        Exploration Stage Company)**
 **CONSOLIDATED
        STATEMENT OF STOCKHOLDERS’ EQUITY**
 **PERIOD
        FROM NOVEMBER 3, 2004 (INCEPTION) TO SEPTEMBER 30, 2007**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
  **DEFICIT****COMMON
                    STOCK**
                
                
                
                
                
                **ACCUMULATED****ADDITIONAL**
                
                
                **STOCK**
                
                
                **DURING
                    THE****PAID-IN**
                
                
                **SUBSCRIPTIONS**
                
                
                **EXPLORATION****SHARES**
                
                
                **AMOUNT**
                
                
                **CAPITAL**
                
                
                **RECEIVED**
                
                
                **STAGE**
                
                
                **TOTAL**Balance,
                    November 3, 2004(Date
                    of inception)
                
                
                ****
                **-**
                
                
                **$**
                **-**
                
                
                **$**
                **-**
                
                
                **$**
                **-**
                
                
                **$**
                **-**
                
                
                **$**
                **-**Shares
                    issued for cashNovember
                    3, 2004 at$0.00025
                
                
                ****
                **40,000,000**
                
                
                ****
                **40,000**
                
                
                ****
                **(30,000**
                **)**
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **10,000**February
                    28, 2005 at$0.0025
                
                
                ****
                **35,200,000**
                
                
                ****
                **35,200**
                
                
                ****
                **52,800**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **88,000**Net
                    loss for the period
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **(11,314**
                **)**
                
                ****
                **(11,314**
                **)**
                
                ****Balance,
                    March 31, 2005
                
                
                ****
                **75,200,000**
                
                
                ****
                **75,200**
                
                
                ****
                **22,800**
                
                
                ****
                **-**
                
                
                ****
                **(11,314**
                **)**
                
                ****
                **86,686**Shares
                    issued for cash:April
                    14, 2005 at$0.0025
                
                
                ****
                **2,400,000**
                
                
                ****
                **2,400**
                
                
                ****
                **3,600**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **6,000**Net
                    loss for the year
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **(72,280**
                **)**
                
                ****
                **(72,280**
                **)**
                
                ****Balance,
                    March 31, 2006
                
                
                ****
                **77,600,000**
                
                
                ****
                **77,600**
                
                
                ****
                **26,400**
                
                
                ****
                **-**
                
                
                ****
                **(83,594**
                **)**
                
                ****
                **20,406******
                
                
                
                ****
                
                
                
                ****
                
                
                
                
                
                
                
                ****Shares
                    issued for cash:
                
                
                ****
                
                
                
                ****
                
                
                
                ****
                
                
                
                
                
                
                
                ****April
                    21, 2006at
                    $ 0.60
                
                
                ****
                **100,000**
                
                
                ****
                **100**
                
                
                ****
                **59,900**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **60,000**April
                    28, 2006at
                    $ 0.60
                
                
                ****
                **83,334**
                
                
                ****
                **83**
                
                
                ****
                **49,917**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **50,000**August
                    1, 2006at
                    $ 0.60
                
                
                ****
                **21,000**
                
                
                ****
                **21**
                
                
                ****
                **12,579**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **12,600**August
                    1, 2006at
                    $ 0.60
                
                
                ****
                **10,000**
                
                
                ****
                **10**
                
                
                ****
                **5,990**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **6,000**August
                    1, 2006at
                    $ 0.60
                
                
                ****
                **417,000**
                
                
                ****
                **417**
                
                
                ****
                **249,783**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **250,200**February
                    6, 2007at
                    $ 0.60
                
                
                ****
                **80,000**
                
                
                ****
                **80**
                
                
                ****
                **47,920**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **48,000**February
                    6, 2007at
                    $ 0.60
                
                
                ****
                **345,834**
                
                
                ****
                **346**
                
                
                ****
                **207,154**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **207,500**March
                    19, 2007at
                    $ 0.15
                
                
                ****
                **1,000,000**
                
                
                ****
                **1,000**
                
                
                ****
                **149,000**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **150,000**Shares
                    issued for property:May
                    11, 2006at
                    $ 1.00
                
                
                ****
                **500,000**
                
                
                ****
                **500**
                
                
                ****
                **499,500**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **500,000**September
                    12, 2006at
                    $ 0.72
                
                
                ****
                **500,000**
                
                
                ****
                **500**
                
                
                ****
                **359,500**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **360,000**Shares
                    subscribed for cash:March
                    26, 2007at
                    $ 0.15
                
                
                
                
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **25,000**
                
                
                ****
                **-**
                
                
                ****
                **25,000**Stock
                    accretion expense
                
                
                
                
                
                
                
                
                
                
                ****
                **45,500**
                
                
                
                
                
                
                
                
                
                
                ****
                **45,500**Net
                    loss for the period
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **(684,878**
                **)**
                
                ****
                **(684,878**
                **)**
                
                ****Balance,
                    March 31, 2007
                
                
                ****
                **80,657,168**
                
                
                ****
                **80,657**
                
                
                ****
                **1,713,143**
                
                
                ****
                **25,000**
                
                
                ****
                **(768,472**
                **)**
                
                ****
                **1,050,328**Shares
                    issued for cash:May
                    18, 2007
                
                
                ****
                **166,667**
                
                
                ****
                **167**
                
                
                ****
                **24,833**
                
                
                ****
                **(25,000**
                **)**
                
                ****
                **-**
                
                
                ****
                **-**at
                    $ 0.15May
                    22, 2007
                
                
                ****
                **100,000**
                
                
                ****
                **100**
                
                
                ****
                **14,900**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **15,000**at
                    $ 0.15June
                    7, 2007
                
                
                ****
                **53,333**
                
                
                ****
                **53**
                
                
                ****
                **7,947**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **8,000**at
                    $ 0.15June
                    8, 2007
                
                
                ****
                **50,000**
                
                
                ****
                **50**
                
                
                ****
                **7,450**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **7,500**at
                    $ 0.15July
                  20, 2007
                
                
                
                **150,000**
                
                
                
                **150**
                
                
                
                **14,850**
                
                
                
                -
                
                
                
                
                
                
                
                **15,000**at
                  $ 0.20July
                  22, 2007
                
                
                
                **500,000**
                
                
                
                **500**
                
                
                
                **49,500**
                
                
                
                -
                
                
                
                
                
                
                
                **50,000**at
                  $ 0.20July
                  25, 2007
                
                
                
                **3,000,0000**
                ****
                ****
                ****
                **3,000**
                ****
                ****
                ****
                **297,000**
                ****
                ****
                ****
                **-**
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                **300,000**at
                  $ 0.20July
                  27, 2007
                
                
                
                **300,000**
                
                
                
                **300**
                
                
                
                **29,700**
                
                
                
                -
                
                
                
                
                
                
                
                **30,000**at
                  $ 0.20July
                  27, 2007
                
                
                
                **200,000**
                
                
                
                **200**
                
                
                
                **19,800**
                
                
                
                -
                
                
                
                
                
                
                
                **20,000**at
                  $ 0.20August
                  8, 2007
                
                
                
                **1,000,000**
                
                
                
                **1,000**
                
                
                
                **99,000**
                
                
                
                -
                
                
                
                
                
                
                
                **100,000**at
                  $ 0.20September
                  4, 2007
                
                
                
                **500,000**
                
                
                
                **500**
                
                
                
                **49,500**
                
                
                
                -
                
                
                
                
                
                
                
                **50,000**at
                  $ 0.20September
                  4, 2007
                
                
                
                **200,000**
                
                
                
                **200**
                
                
                
                **19,800**
                
                
                
                -
                
                
                
                
                
                
                
                **20,000**at
                  $ 0.20Stock
                    accretion expense
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **1,779,000**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **1,779,000**Finder’s
                    fee
                
                
                
                
                
                
                
                
                
                
                ****
                **(60,000**
                **)**
                
                
                
                
                
                
                
                
                
                ****
                **(60,000**
                **)**
                
                ****Net
                    loss for the period
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **(2,398,868**
                **)**
                
                ****
                **(2,398,868**
                **)**
                
                ****Balance,
                    June 30, 2007
                
                
                ****
                **86,877,168**
                
                
                **$**
                **86,877**
                
                
                **$**
                **4,066,423**
                
                
                **$**
                **-**
                
                
                **$**
                **(3,167,340**
                **)**
                
                **$**
                **985,960**
  The
          accompanying notes are an integral part of these consolidated financial
          statements.  F-5
  **GOLDMOUNTAIN
        EXPLORATION CORPORATION**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2007**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
   **1.**
              **BASIS
                  OF PRESENTATION**
  The
        unaudited consolidated financial information furnished herein reflects all
        adjustments which, in the opinion of management, are necessary to fairly
        state
        the Company’s consolidated financial position and the results of its operations
        for the periods presented.  These second quarter consolidated
        financial statements should be read in conjunction with the Company’s
        consolidated financial statements and notes hereto included in the Company’s
        Form 10-KSB for the fiscal year ended March 31, 2007.  The Company
        assumes that the users of the interim consolidated financial information
        herein
        have read, or have access to, the audited consolidated financial statements
        for
        the preceding fiscal year, and that the adequacy of additional disclosure
        needed
        for a fair presentation may be determined in that
        context.  Accordingly, footnote disclosure, which would substantially
        duplicate the disclosure contained in the Company’s Form 10-KSB for the fiscal
        year ended March 31, 2007, has been omitted.  The results of
        operations for the six month period ended September 30, 2007 are not necessarily
        indicative for the entire year ending March 31, 2008.  Certain prior
        period amounts have been reclassified to be consistent with current
        presentation.
  **2.**
              **NATURE
                  AND CONTINUANCE OF
                  OPERATIONS**
  The
        Company was incorporated in the State of Nevada on November 3, 2004 as
        Konigsberg Corporation.  On May 16, 2007, The Company changed its name
        to GoldMountain Exploration Corporation.  The Company is an
        Exploration Stage Company as defined by Statement of Financial Accounting
        Standard (“SFAS”) No. 7.  The Company has acquired a mineral property
        located in the Nanaimo Mining Division, British Columbia, Canada, and has
        not
        yet determined whether this property contains reserves that are economically
        recoverable.  The recoverability of property expenditures will be
        dependent upon the discovery of economically recoverable reserves, confirmation
        of the Company’s interest in the underlying property, the ability of the Company
        to obtain necessary financing to satisfy the expenditure requirements under
        the
        property agreement and upon future profitable productions or proceeds for
        the
        sale thereof.
  These
        consolidated financial statements have been prepared on a going concern
        basis.  The Company has incurred losses since inception resulting in
        an accumulated deficit of $3,167,340 since inception and further losses are
        anticipated in the development of its business raising substantial doubt
        about
        the Company’s ability to continue as a going concern.  Its ability to
        continue as a going concern is dependant upon the ability of the Company
        to
        generate profitable operations in the future and/or to obtain the necessary
        financing to meet its obligations and repay its liabilities arising from
        normal
        business operations when they come due.  Management has plans to seek
        additional capital through a private placement and public offering of its
        common
        stock.  The consolidated financial statements do not include any
        adjustments relating to the recoverability and classification of recorded
        assets, or the amounts of and classification of liabilities that might be
        necessary in the event the Company cannot continue in existence.
  **3.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING
                  POLICIES**
  The
        consolidated financial statements of the Company have been prepared in
        accordance with generally accepted accounting principles in the United States
        of
        America.  Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of consolidated
        financial statements for a period necessarily involves the use of estimates
        which have been made using careful judgment.  Actual results may vary
        from these estimates.
   F-6
   **GOLDMOUNTAIN
        EXPLORATION CORPORATION**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2007**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
   **3.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
                  (continued)**
  The
        consolidated financial statements have, in management’s opinion, been properly
        prepared within reasonable limits of materiality and within the framework
        of the
        significant accounting policies summarized below:
  a)
              Consolidation
  These
        consolidated financial statements include the accounts of the Company and
        its
        wholly owned British Columbia subsidiary, GoldMountain Explorations
        Inc.  All significant intercompany transactions have been
        eliminated.
  b)
              Exploration
                  Stage Enterprise
  The
        Company’s financial statements are prepared using the accrual method of
        accounting and according to the provisions of Statement of Financial Accounting
        Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage
        Enterprises,” as it devotes substantially all of its efforts to acquiring and
        exploring mineral properties.  Until such properties are acquired and
        developed, the Company will continue to prepare its consolidated financial
        statements and related disclosures in accordance with entities in the
        exploration stage.
  c)
              Basis
                  of Presentation
  These
        financial statements and related notes are presented in accordance with
        accounting principles generally accepted in the United States, and are expressed
        in US dollars.
  d)
              Use
                  of Estimates and Assumptions
  The
        preparation of financial statements in conformity with United States generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of the assets and liabilities
        and
        disclosure of contingent assets and liabilities at the date of the financial
        statements and the reported amounts of revenues and expenses during the
        reporting period.  Actual results could differ from those
        estimates.
  e)
              Mineral
                  Property Acquisition Payments and Exploration
                  Costs
  The
        Company capitalizes acquisition and option costs of mineral property rights
        where the Company believes the properties contain potentially mineralized
        material.  The amount capitalized represents fair value at the time
        the mineral rights were acquired.  The accumulated costs of
        acquisition for properties that are developed to the stage of commercial
        production will be amortized using the unit-of-production method.
  Management
        periodically reviews the carrying value of its investment in mineral leases
        and
        claims with internal and external mining related professionals.  A
        decision to abandon, reduce or expand a specific project is based upon many
        factors including general and specific assessments of mineral deposits,
        anticipated future mineral prices, anticipated future costs of exploring,
        developing and operating a production mine, the expiration term and ongoing
        expense of maintaining mineral properties and the general likelihood that
        the
        Company will continue exploration on such project.  The Company does
        not set a pre-determined holding period for properties with unproven deposits,
        however, properties which have not demonstrated suitable metal concentrations
        at
        the conclusion of each phase of an exploration program are re-evaluated to
        determine if future exploration is warranted, whether there has been any
        impairment in value and that their carrying values are appropriate.
   F-7
   **GOLDMOUNTAIN
        EXPLORATION CORPORATION**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2007**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
   **3.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
                  (continued)**
  If
        an
        area of interest is abandoned or it is determined that its carrying value
        cannot
        be supported by future productions or sale, the related costs are charged
        against operations in the year of abandonment or determination of
        value.  The amounts recorded as mineral leases and claims represent
        costs to date and do not necessarily reflect present or future
        values.
  Mineral
        exploration costs are expensed as incurred.
  The
        Company’s exploration activities and proposed mine development are subject to
        various laws and regulations governing the protection of the
        environment.  These laws are continually changing, generally becoming
        more restrictive.  The Company has made, and expects to make in the
        future, expenditures to comply with such laws and regulations.
  Asset Impairment
  Long-lived
        assets are tested for recoverability whenever events or changes in circumstances
        indicate the carrying amount may not be recoverable, pursuant to guidance
        established in Statement of Financial Accounting Standards No. 144 (“SFAS 144”),
“Accounting for the Impairment or Disposal of Long-lived Assets”.  The
        Company determines impairment by comparing the undiscounted future cash flows
        estimated to be generated by its assets to their respective carrying
        amounts.  If impairment is deemed to exist, the assets will be written
        down to fair value.
  f)
              Basic
                  and Diluted Net Income (Loss) Per
                  Share
  The
        Company computes net income (loss) per share in accordance with FASB Statement
        of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per
        Share”.  SFAS No. 128 requires presentation of both basic and diluted
        earnings per share (EPS) on the face of the income statement.  Basic
        EPS is computed by dividing net income (loss) available to common shareholders
        (numerator) by the weighted average number of shares outstanding (denominator)
        during the period.  Diluted EPS give effect to all dilutive potential
        common shares outstanding during the period using the treasury stock method
        and
        convertible preferred stock using the converted method.  In computing
        Diluted EPS, the average stock price for the period is used in determining
        the
        number of shares assumed to be purchased from the exercise of stock options
        or
        warrants.  Diluted EPS excludes all dilutive potential shares if their
        effect is anti dilutive.
  g)
              Financial
                  Instruments
  The
        carrying value of cash and accounts payable and accrued liabilities approximate
        their fair value because of the short maturity of these
        instruments.  The Company’s operations are in Canada and virtually all
        of its assets and liabilities are giving rise to significant exposure to
        market
        risks from changes in foreign currency rates.  The Company’s financial
        risk is the risk to the Company’s operations that arise from fluctuations in
        foreign exchange rates and the degree of volatility of these
        rates.  Currently, the Company does not use derivative instruments to
        reduce its exposure to foreign currency risk.
   F-8
   **GOLDMOUNTAIN
        EXPLORATION CORPORATION**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2007**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
   **3.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
                  (continued)**
  h)
              Income
                  Taxes
  The
        Company uses the asset and liability method of accounting for income taxes
        in
        accordance with SFAS No. 109 – “Accounting for Income Taxes”.  This
        standard requires the use of an asset and liability approach for financial
        accounting and reporting on income taxes.  If it is more likely than
        not that some portion of all of a deferred tax asset will not be realized,
        a
        valuation allowance is recognized.
  i)
              Foreign
                  Currency Translation
  The
        Company’s functional and reporting currency is the United States
        dollar.  Transactions in Canadian dollars are restated in US dollars
        as follows:
  i.
              Monetary
                  items at the rate prevailing at the balance sheet
                  date;
  ii.
              Non-monetary
                  items at the rate historical exchange
                  rate;
  iii.
              Revenue
                  and expense at the average rate in effect during the applicable
                  accounting
                  period.
  Gains
        and losses on restatement are recorded in the Statement of
        Operations.
  k)
              Environmental
                  Costs
  Environmental expenditures that relate to current operations are charged
        to
        operations or capitalized as appropriate.  Expenditures that relate to
        an existing condition caused by past operations, and which do not contribute
        to
        current or future revenue generation, are charged to
        operations.  Liabilities are recorded when environmental assessments
        and/or remedial efforts are probable, and the cost can be reasonably
        estimated.  Generally, the timing of these accruals coincides with the
        earliest of completion of a feasibility study or the Company’s commitments to
        plan of action based on the then known facts.
  l)
              Asset
                  Retirement Obligations
  The
        Company has adopted Statement of Financial Accounting Standards No. 143 (“SFAS
        143”), “Accounting for Asset Retirement Obligations”, which requires that asset
        retirement obligations (“ARO”) associated with the retirement of a tangible
        long-lived asset, including natural gas and oil properties, be recognized
        as
        liabilities in the period in which it is incurred and becomes determinable,
        with
        an offsetting increase in the carrying amount of the associated assets. The
        cost
        of tangible long-lived assets, including the initially recognized ARO, is
        depleted, such that the cost of the ARO is recognized over the useful life
        of
        the assets. The ARO is recorded at fair value. The fair value of the ARO
        is
        measured using expected future cash flow, discounted at the Company’s
        credit-adjusted risk-free interest rate.
 F-9
  **GOLDMOUNTAIN
        EXPLORATION CORPORATION**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2007**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
   **4.**
              **MINERAL
                  PROPERTIES**
  Yoquivo
        Properties
  On
        May
        31, 2006, the Company entered into an option agreement with Sydney Resource
        Corporation (“Sydney”), whereby the Company was granted an option to acquire up
        to 75% undivided right, title and interest in and to a series of six mineral
        concessions located in the State of Sonora, Mexico, and collectively referred
        to
        as the “Yoquivo Property”.  Pursuant to the agreement the Company
        exercised the option by adhering to the terms of the option agreement to
        acquire
        an undivided 50% right, title and interest in the “Yoquivo Property” by
        investing an amount of $200,000 in cash and issuing 500,000 shares of common
        shares.  These shares were valued at $1.00 per share in accordance
        with the fair market value of the stock on the date of issuance.  The
        Company has the following commitments in the terms and conditions of the
        option
        agreement:
  i)
              Issuing
                  an additional 500,000 shares of the Company’s common stock to Sydney
                  within 12 months upon signing the letter of intent dated April
                  10, 2006,
                  which were issued in September 2006 and priced in accordance with
                  the fair
                  market value of the stock on the date of
                  issuance;
  ii)
              Completing
                  the following cumulative exploration expenditures totaling $1,850,000
                  over
                  24 months as defined below:
  1.
              Incurring
                  $250,000 in cumulative exploration expenditures on the Property
                  within 6
                  months of the date of the option
                  agreement;
  2.
              Incurring
                  $600,000 in cumulative exploration expenditures on the Yoquivo
                  Property
                  within 12 months of the date of the option
                  agreement;
  3.
              Incurring
                  $1,000,000 in cumulative exploration expenditures on the Yoquivo
                  Property
                  within 24 months of the date of the option
                  agreement.
  The
        exploration expenditure referred to in ii.1 is a binding commitment whereas
        all
        the other terms are required to keep the option agreement in good
        standing.
  Upon
        the
        Company successfully exercising the first option by completing the terms
        and
        commitments of the agreement, the Company will then be granted a second option
        (“the second option”) to acquire an additional 25% interest in the Yoquivo
        Property by completing the following:
  i)
              Within
                  60 days of having vested the initial 50% interest, making a cash
                  payment
                  in favour of Sydney of $250,000;
  ii)
              Within
                  60 days of having vested the initial 50% interest, issuing a total
                  of
                  1,000,000 shares of the Company’s common stock to
                  Sydney;
  iii)
              Within
                  24 months of having vested the initial 50% interest, incurring
                  an
                  additional $1,500,000 in exploration expenditures on the Yoquivo
                  Property.
   F-10
   **GOLDMOUNTAIN
        EXPLORATION CORPORATION**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2007**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
   **4.**
              **MINERAL
                  PROPERTIES (continued)**
  Should
        the Company successfully exercise the second option to acquire the additional
        25% in the Yoquivo Property, Sydney shall have a one-time right, exercisable
        within 90 days of the Company having vested at 75%, to back into a 50% interest
        in the Yoquivo Property by making a single cash payment to the
        Company.  The cash payment will be equal to the greater
        of:
  i)
              Two
                  times the Company’s cumulative exploration expenditures incurred under the
                  terms of the second option, exclusive of acquisition payments;
                  and
  ii)
              Should
                  the value of the Company’s shares issued under the terms of the second
                  options exceed $1,500,000 on the date of exercise of the back in
                  right, a
                  total of two times the Company’s cumulative exploration expenditures
                  incurred under the terms of the second option, exclusive of acquisition
                  payments, plus one-half of the amount by which the value attributable
                  to
                  the Company’s shares exceed
                  $1,500,000.
  The
        Company shall have the additional right, exercisable within 7 days of receipt
        of
        notice of Sydney’s decision to exercise its back in right, to extinguish said
        right through the issuance of an additional 1,000,000 shares of its common
        stock
        in Sydney’s favour.
  On
        September 18, 2006 Sydney Resource Corporation merged with Band-Ore
        Resources.  The merged company is known as West Timmins Mining
        Inc.  The terms of and conditions of the letter of intent dated April
        10, 2006 and the option agreement dated May 31, 2006 remain in
        effect.
  **5.**
              **SHARE
                  CAPITAL**
  On
        July
        20, 2007, the Company received $15,000 for 150,000 common shares.
  On
        July
        22, 2007, the Company received $50,000 for 500,000 common shares.
  On
        July
        25, 2007, the Company received $300,000 for 3,000,000 common
        shares.
  On
        July
        27, 2007, the Company received $30,000 for 300,000 common shares.
  On
        July
        27, 2007, the Company received $20,000 for 200,000 common shares.
  On
        August
        8, 2007, the Company received $100,000 for 1,000,000 common shares.
  On
        September 4, 2007, the Company received $50,000 for 500,000 common
        shares.
  On
        September 4, 2007, the Company received $20,000 for 200,000 common
        shares
  Each
        of
        the above common share issues were issued with one (1) Class A Warrant with
        an
        exercise price of $0.15 per share and with one (1) Class B warrant with an
        exercise price of $0.30 per share. The Class A warrants expire one (1) year
        from
        the date of issue of the common shares listed above and the Class B warrants
        expire two (2) years from the date of issue of the common shares as indicated
        above.
    F-11
   **GOLDMOUNTAIN
        EXPLORATION CORPORATION**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2007**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
   **6.**
              **WARRANTS**
  The
        following is a summary of the warrant activity during the quarter ended
        September 30, 2007:
 Three
                    Months Ended
                
                Six Months
                    EndedSeptember
                    30, 2007
                
                September
                    30, 2007Number
                Average
                
                Number
                AverageOf
                Exercise
                
                Of
                ExerciseWarrants
                Price
                
                Warrants
                PriceOutstanding,
                    beginning of quarter
                1,369,000
                $0.20
                
                1,000,000
                $0.20Granted
                11,700,000
                0.225
                
                12,069,999
                0.224Exercised-
                -
                -
                
                -
                -Expired-
                -
                -
                
                -
                -Outstanding,
                    end of quarter
                13,069,999
                $0.222
                
                13,069,999
                $0.222
 Compensation
        costs attributable to the issuance of share purchase warrants to employees,
        directors or consultants, is measured at fair value at the date of issuance
        of
        the warrant and expensed with a corresponding increase to additional Paid-In
        Capital at the time of issuance of the warrants.  Upon exercise of the
        warrant, consideration paid by the warrant holder is recorded as an increase
        to
        share capital and additional Paid-In Capital.
 
 During
        the quarter, the Company issued an aggregate of 11,700,000 warrants as a
        result
        of the private placements completed.  The total fair value of the
        11,750,000 warrants issued based on the Black-Scholes option pricing model
        was
        $1,725,000.  Since the warrants vested immediately the Company
        recognized $1,725,000 as stock accretion expense in respect of these
        issuances.
 
 The
        weighted average assumptions used in calculating the fair value of warrants
        issued during the quarter ended September 30, 2007 using the Black-Scholes
        option pricing model are as follows:
 
 2007Risk-free
                  interest rate
              4.34%Expected
                  life of the warrant
              1.5
                  yearsExpected
                  volatility
              170.19%Expected
                  dividend yield
              -
  
   F-12


**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




CERTAIN
      STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-QSB (THIS "FORM 10-QSB"),
      CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF
      THE
      SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM
      ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY
      ALL,
      OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF
      FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD",
      OR
      "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE
      TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES.
      SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
      AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR
      ACHIEVEMENTS OF GOLDMOUNTAIN EXPLORATION CORPORATION ("GOLDMOUNTAIN", "THE
      COMPANY", "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE
      RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
      FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-QSB, UNLESS ANOTHER
      DATE
      IS STATED, ARE TO SEPTEMBER 30, 2007.





**BUSINESS
      HISTORY**





We
      were
      incorporated in Nevada on November 3, 2004, as Konigsberg Corporation, however
      we subsequently changed our name to GoldMountain Exploration Corporation, as
      described below.





Stock
      Purchase Agreement





On
      March
      27, 2006, our then Chief Executive Officer and Sole Director, Susan Downing,
      entered into a Stock Purchase Agreement (the "Purchase Agreement") with Adam
      Cegielski, who up until that time had not been affiliated with us. Pursuant
      to
      the Purchase Agreement, Mr. Cegielski purchased forty million (40,000,000)
      shares of our common stock from Ms. Downing for aggregate consideration of
      $30,000. The Purchase Agreement closed on March 27, 2006 (the
      "Closing").





As
      a
      result of the Closing, Mr. Cegielski obtained majority voting control over
      the
      Company, as the 40,000,000 shares which he purchased constituted 51.5% of the
      Company's then outstanding shares of common stock based on 77,600,000 shares
      of
      common stock outstanding as of March 27, 2006 (the "Change in
      Control").





In
      connection with the Change of Control of the Company, the Company's then Chief
      Executive Officer, President, Principal Accounting Officer, Treasurer and
      Secretary, Susan Downing, resigned on March 27, 2006, and Mr. Cegielski was
      appointed as the Company's Chief Executive Officer, President, Principal
      Accounting Officer, Treasurer and Secretary.





Additionally,
      on March 27, 2006, Ms. Downing resigned as the Company's sole Director and
      Mr.
      Cegielski was appointed as the Company's sole Director by the Company's majority
      shareholders, to fill the vacancy left by Ms. Downing's
      resignation.





Forward
      Stock Split





On
      April
      12, 2006, our Board of Directors approved a 4:1 forward stock split to
      shareholders of record as of April 25, 2006 (the "Forward Stock Split"). The
      Forward Stock Split affected our issued and outstanding, as well as our
      authorized shares of common stock, and as a result, after the Forward Stock
      Split, we had 400,000,000 shares of common stock authorized with a par value
      of
      $0.001 per share.


2


On
      April
      17, 2006, we filed a Certificate of Change Pursuant to Nevada Revised Statutes
      78.209 ("Certificate") to our Articles of Incorporation with the Secretary
      of
      State of Nevada, which became effective April 25, 2006, to affect the Forward
      Stock Split.  Subsequent to the filing of the Certificate, we filed a
      Certificate of Correction ("Correction") with the Secretary of State of Nevada,
      to correct the Certificate, which Correction clarified that our 100,000,000
      shares of authorized preferred stock, $0.001 par value, were not affected by
      the
      forward stock split.





As
      a
      result of the filing of the Certificate and Correction thereto, we now have
      400,000,000 shares of common stock authorized, $0.001 par value, and 100,000,000
      shares of preferred stock authorized, $0.001 par value per share. Unless
      otherwise stated, all shares amounts used in this 10-QSB are reflected in post
      Forward Stock Split amounts.





Name
      Change





At
      our
      annual meeting of shareholders held on May 10, 2007, our Chief Executive
      Officer, Director and majority shareholder, Adam Cegielski, re-elected himself
      as a Director of the Company, ratified the appointment of Telford Sadovnick,
      P.L.L.C., as our Certified Public Accountant for the 2007 fiscal year, and
      approved the filing of a Certificate of Amendment to our Articles of
      Incorporation with the Secretary of State of Nevada to change our name to
“GoldMountain Exploration Corporation” (the “Amendment”).





Mr.
      Cegielski, held 40,000,000 shares of our common stock, representing 50.2% of
      our
      outstanding common stock as of the record date of the annual meeting, March
      29,
      2007 (the “Record Date”), based on 79,657,168 shares of common stock outstanding
      as of the Record Date. Notice of the annual meeting was sent to all shareholders
      of record as of the Record Date on or about April 9, 2007.





On
      May
      16, 2007, we filed the Amendment with the Secretary of State of Nevada, which
      Amendment became effective immediately with the State of Nevada, but which
      effectiveness was delayed by approximately ten (10) days due to our requirement
      to provide NASD notice of our name change. As a result, our name change to
      GoldMountain Exploration Corporation became effective with the Over-The-Counter
      Bulletin Board on May 29, 2007, when our trading symbol changed to
“GMEX.”





The
      Company maintains a website at www.GoldMountainCorp.com, which includes
      information that the Company does not desire to be incorporated by reference
      into this filing.





Our
      common stock currently trades on the Over-The-Counter Bulletin Board under
      the
      symbol “GMEX” and on the Frankfurt exchange under the symbol
“F2B.F”.





**BUSINESS
      OPERATIONS**





We
      are an
      exploration stage company engaged in the acquisition and exploration of mineral
      properties. We currently plan to focus solely on our joint venture in connection
      with exploration and development activities in the "Yoquivo Property," which
      we
      have entered into an Option Agreement in connection with, as described
      below.





Option
      Agreement





On
      April
      13, 2006, we entered into a letter of intent with a wholly owned subsidiary
      of
      Sydney Resource Corporation ("Sydney") to earn up to a 75% joint venture
      interest in the Yoquivo Au-Ag property located in Sonora, Mexico (the "Yoquivo
      Property" and the "Letter of Intent"). The Yoquivo Property represents
      approximately 7,000 acres of land. Sydney merged with Band-Ore Resources Ltd.
      in
      September 2006, and is now known as West Timmins Mining, Inc. (TSX-WTM) ("West
      Timmins").


3


On
      May
      31, 2006, we and West Timmins (at that time still known as Sydney) entered
      into
      an Option Agreement regarding our ability to earn up to a 75% interest in the
      joint venture interest in the Yoquivo Property (the "Option Agreement" and
      the
“Option”).




Pursuant
      to the Option Agreement, West Timmins granted us the right to earn an initial
      (First Option) undivided 50% interest in and to the mineral rights to the
      Yoquivo Property in exchange for the following cash, share and work expenditure
      considerations to be delivered/met over a 24 month period from the signing
      of
      the letter of intent, as more specifically detailed below:





A.
            Our
                making, in favor of West Timmins, the following cash payments totaling
                $200,000 dollars over a 90 day
                period:





i)
            $25,000
                within five days of signing of the Letter of Intent, which we have
                paid as
                of the date of this filing,ii)
            an
                additional $75,000 within 30 days of signing the Letter of Intent,
                which
                we have paid as of the date of this filing, andiii)
            an
                additional $100,000 within 90 days of signing the Option Agreement,
                which
                we have paid to date.





B.
            Our
                issuing 1,000,000 shares of restricted common
                stock:





i)
            500,000
                shares of common stock within 30 days of signing the Letter of Intent,
                which we have issued as of the date of this filing, andii)
            An
                additional 500,000 shares of common stock within 12 months of signing
                of
                the Letter of Intent, which shares have been issued as of the date
                of this
                filing.





C.
            Our
                completing the following cumulative exploration expenditures on the
                Yoquivo Property totaling $1,000,000 over a 24 month period,
                including:





i)
            $250,000 in cumulative exploration expenditures within the first
                6 months
                after signing the Letter of Intent, which amount has been paid to
                date;ii)
            $600,000 in cumulative exploration expenditures within 12 months
                of
                signing the Letter of Intent, which date was extended until June
                30, 2007,
                pursuant to the Second Extension Letter, described below, which payments
                were paid as of July 28, 2007; andiii)
            $1,000,000
                in cumulative exploration expenditures within 24 months of signing
                the
                Letter of Intent, of which, we have paid $600,000 as of the date
                of this
                filing





On
      January 29, 2007, due to delays in the drilling program, West Timmins sent
      us a
      letter extending the date we were required to complete the $250,000 funding
      (as
      described above under Section C(i)), to February 28, 2007, due to certain delays
      in connection with the exploration of the Yoquivo Property (the “First Extension
      Letter”). The $250,000 in funding due by the revised February 28, 2007 date was
      subsequently paid to West Timmins and we did not default under our obligations
      under Section C(i) of the Option Agreement.





On
      May
      31, 2007, due to the slow pace of the drilling program, West Timmins sent us
      another letter extending the date we were required to complete the $600,000
      in
      cumulative funding by (as described above under Section C(ii) above), to June
      30, 2007 (the “Second Extension Letter”).


4


We
      were
      required to pay at least an additional approximately $325,000 towards
      exploration expenditures by June 30, 2007 (for a total of
      $600,000).  Those payments were made to West Timmins on or around July
      28, 2007, and as such, we do not believe that we are in default of the Option
      Agreement.  We have made no additional payments to West Timmins in
      connection with the Option Agreement as of the date of this filing; however,
      we
      did pay West Timmons $150,000 subsequent to July 28, 2007 to maintain the
      Property in good standing, which amount does not decrease the total amount
      of
      exploration expenses we are required to pay West Timmins.





West
      Timmins will act as operator during the earn-in phase of the agreement and
      will
      be entitled to charge a management fee of 10% on all property exploration
      expenditures and related head office overhead. The Joint Venture is currently
      being managed by a management committee consisting of three individuals, two
      of
      which are affiliated with West Timmins and our Chief Executive Officer and
      Director, Adam Cegielski. As operator, West Timmins will be responsible for
      proposal of exploration programs to the management committee. We as funding
      partner are responsible for funding, in full, any and all exploration programs
      approved by the management committee in advance of the commencement of
      exploration, as well as being responsible for making all necessary property
      and
      tax payments to keep the property in good standing.




West
      Timmins agreed to grant us a second option (the Second Option) pursuant to
      the
      Option Agreement, to earn an additional 25% interest in the joint venture (for
      75% total), subject to back-in provisions in favor of West Timmins as indicated
      below, under the following terms and conditions:





A.
            Within
                60 days of having vested an initial 50% interest in the property,
                making a
                cash payment in favor of West Timmins of $250,000
                dollars,B.
            Within
                60 days of having vested an initial 50% interest in the property,
                issuing
                to West Timmins an additional 1,000,000 common shares,
                andC.
            Completing
                an additional $1,500,000 in exploration expenditures on the property
                within an additional 24 month period and making the necessary cash
                payments to any vendor as per the terms and conditions of the underlying
                agreement.





However,
      should we successfully exercise the Second Option, West Timmins has the one-time
      right, exercisable within 90 days of us having vested all 75% of the joint
      venture, via the Second Option, to back into a 50% interest (the "Back In
      Right") in the property by making a single cash payment to us equal to the
      greater of:





i)
            2.0
                times our cumulative exploration expenditures incurred under the
                terms of
                the Second Option, exclusive of acquisition payments;
                orii)
            Should
                the value of our shares issued under the terms of the Second Option
                exceed
                $1,500,000 on the date of the exercise of the Back In Right, a total
                of
                2.0 times our cumulative exploration expenditures incurred under
                the terms
                of the Second Option, exclusive of acquisition costs, plus one half
                of the
                amount by which our shares exceed
                $1,500,000.




Finally,
      we have the additional right, exercisable within 7 days of receipt of notice
      of
      West Timmins' decision to exercise its Back In Right, to extinguish West
      Timmins' Back In Right, through the issuance of an additional 1,000,000 shares
      of our common stock to West Timmins.





In
      the
      event that we do not exercise our Second Option and/or act to extinguish West
      Timmins' Back In Right, it is anticipated that a joint venture will be formed
      between the parties under an industry standard joint venture agreement, with
      each party owning and paying expenses on a pro-rata basis based on their then
      ownership of the joint venture.


5


The
      Option Agreement also provides that the joint venture agreement will include
      a
      provision whereby in the event that the joint venture interest of either party
      is diluted to a 10% working interest in accordance with the terms of the joint
      venture agreement, the diluted party shall revert to a 2.0% net smelter royalty
      on the party, which is to be subject to an exclusive and irrevocable option
      held
      by the non-diluted party to purchase such 2.0% net smelter royalty (i.e. 1.0%)
      for a sum of $2.0 million.





**Development
      Activities in The Yoquivo Property**





We
      agreed
      pursuant to the Option Agreement to expend $1,000,000 in cumulative exploration
      activities on the Yoquivo Property over a twenty-four (24) month period, of
      which approximately $275,000 had been paid as of June 30, 2007, and
      approximately $600,000 in exploration activities (and another $150,000 in
      payments to keep the Property in good standing, which does not decrease the
      amount we owe under the Option Agreement) has been paid as of the date of this
      filing.





The
      goals
      of the initial phase of exploration include evaluating the structural setting
      of
      minerals which are found in the property and to find certain drilling targets
      to
      be tested as part of Phase 2 of the exploration program.





Phase
      1
      of the exploration program on the Yoquivo Property, which was started during
      the
      1st week of August 2006, and which has been completed to date, included the
      following:





o
            Detailed
                structured mapping, to identify large and small scale structural
                controls,
                which will include collecting additional ground samples, which mapping
                has
                been completed to date.o
            An
                Airborne Magnetic Survey conducted of the Yoquivo Property via helicopter,
                which we hope will aid in the understanding and tracing of the large
                scale
                structural features of the property, which has been completed to
                date.o
            Underground
                Sampling, intended to gain a greater understanding of the controls
                on and
                nature of the mineralization within the property, which has been
                completed
                to date.o
            Development
                of a geological model to aid in the Phase II program described below,
                which has been completed to date.





Phase
      II
      of our exploration of the Yoquivo Property will include drill testing of the
      property which is currently ongoing.





The
      drilling process includes drawing up a plan of proposed drill holes and
      submitting the plan to the local ejido (surface rights owners), municipality
      and
      government agencies for their approval. In the case of the Yoquivo Property,
      it
      also requires a biological survey of the areas likely to be effected by the
      drilling to determine any environmental considerations which may need to be
      addressed in connection with the drilling. The permit specifies how many sites,
      duration of proposed program, use of water, method for disposal of wastes,
      hazardous material handling protocols, the name and contacts of the project
      operator as well as all of the legal documentation on title for the
      property.





As
      of the
      filing of this report, 6 diamond drill holes have been completed on the Yoquivo
      Property, from which various samples were drawn. ****West
      Timmins is currently reviewing the results of these drill holes before
      proceeding with further drilling or alternative exploration
      activities.





As
      of the
      filing of this report, we have spent approximately $600,000 on the exploration
      program on the Yoquivo Property and an additional $150,000 outside of the Option
      Agreement as part of our obligation to keep the Property in good standing,
      and
      are therefore required to expend an additional $400,000 on exploration expenses
      prior to May 31, 2008, the 24 month anniversary of our entry into the Option
      Agreement.
      We hope to raise approximately $400,000 subsequent to the filing of this report
      through the private placement of units consisting of shares of common stock
      and
      warrants to purchase shares of our common stock, of which there can be no
      assurance.


6





Competition





We
      are an
      exploration stage company. We compete with other mineral resource exploration
      and development companies for financing and for the acquisition of new mineral
      properties. Many of the mineral resource exploration and development companies
      with whom we compete have greater financial and technical resources than us.
      Accordingly, these competitors may be able to spend greater amounts on
      acquisitions of mineral properties of merit, on exploration of their mineral
      properties and on development of their mineral properties. In addition, they
      may
      be able to afford greater geological expertise in the targeting and exploration
      of mineral properties. This competition could result in competitors having
      mineral properties of greater quality and interest to prospective investors
      who
      may finance additional exploration and development. This competition could
      adversely impact our ability to finance further exploration and to achieve
      the
      financing necessary for us to develop our mineral properties.





Employees





We
      have
      no employees as of the date of this filing other than our sole officer and
      Director, Adam Cegielski.





Research
      And Development Expenditures





We
      have
      not incurred any research expenditures since our incorporation. We previously
      expended $5,000 on our now abandoned exploration program on our prior Nanaimo,
      British Columbia claims, which have since expired and which we have since
      abandoned and approximately $600,000 in exploration expenditures on our Yoquivo
      Property joint venture project, described in greater detail above.





Subsidiaries





Konigsberg
      Explorations Inc., a British Columbia corporation, is our sole wholly owned
      subsidiary. All of our operations, other than our Joint Venture with West
      Timmins are currently conducted through Konigsberg Explorations Inc. All
      references in this quarterly Report to "us," the "Company," "we,"
      "GoldMountain," or words of similar meaning include the operations of Konigsberg
      Explorations Inc., unless otherwise stated or the context suggests
      otherwise.





Patents
      And Trademarks




We
      do not
      own, either legally or beneficially, any patent or trademark.







**PLAN
      OF OPERATIONS**





As
      stated
      above, moving forward, we plan to focus all of our resources on earning an
      interest in the Yoquivo Property through our Option Agreement and joint venture
      with West Timmins (described above).





We
      currently believe that we will be able to continue our business operations
      for
      at least the next ninety days with the current cash on hand that we had as
      of
      the filing of this report, if no additional funding is raised. We plan to raise
      additional funding subsequent to the filing of this report from the sale of
      common stock to offshore investors and/or through loans from our existing
      shareholders, of which there can be no assurance. We anticipate the need for
      approximately $500,000 to maintain our operations for the next twelve months
      and
      complete the anticipated exploration activities on the Yoquivo
      Property.


7





**COMPARISON
      OF OPERATING RESULTS**





**THREE
      MONTHS ENDED SEPTEMBER 30, 2007, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER
      30, 2006**





We
      have
      not generated any revenues since our incorporation in November
      2004.





We
      had
      total expenses of $583,198 for the three months ended September 30, 2007,
      compared to total expenses of $228,035 for the three months ended September
      30,
      2006, an increase in expenses of $355,163 or 155.7% from the prior period.
      The
      main reason for the increase in expenses, was due to a $290,432 or 156.2%
      increase in mineral exploration costs for the three months ended September
      30,
      2007, compared to the three months ended September 30, 2006, relating to
      increased payments made to West Timmins in connection with the Option Agreement,
      a $56,961 or 340.3% increase in professional fees for the three months ended
      September 30, 2007, compared to the three months ended September 30, 2006;
      a
      $6,158 increase on loss of foreign exchange, to a loss of $5,589 for
      the three months ended September 30, 2007, compared to a gain of $569 for
      the three months ended September 30, 2006; and a $5,575 or 58.8% increase in
      consulting fees to $15,060 for the three months ended September 30, 2007,
      compared to $9,485 for the three months ended September 30, 2006, in connection
      with increased fees paid to our Chief Executive Officer, Adam Cegielski, in
      consideration for services provided to us by Mr. Cegielski in connection with
      his efforts to raise funds for our Joint Venture; which were offset by a $3,963
      or 24.0% decrease in office and sundry expense to $12,522 for the three months
      ended September 30, 2007, compared to $16,485 for the three months ended
      September 30, 2006, in connection with the rental of our office space and the
      purchase of certain office supplies.





Professional
      fees for the three months ended September 30, 2006 and 2007 were mainly
      associated with fees paid to our legal counsel in connection with the
      preparation of our various SEC filings and our accountant in connection with
      the
      review of our interim financial statements and the drafting and filing of our
      Form 8-K filings.





We
      had
      net operating loss for the three months ended September 30, 2007 of $583,198,
      compared to a net operating loss for the three months ended September 30, 2006
      of $228,035, an increase in net operating loss of $355,163 or 155.7% from the
      prior period, which was mainly in connection with the increases in our mineral
      exploration costs and professional fees for the three months ended September
      30,
      2007, compared to the three months ended September 30, 2006.





We
      had
      other loss of $1,725,000 for the three months ended September 30, 2007, in
      connection with outstanding warrants issued in connection with the sale of
      units
      consisting of common stock and warrants, which other loss was not represented
      during the three months ended September 30, 2006.





Net
      loss
      for three months ended September 30, 2007 was $2,308,198, compared to a net
      loss
      of $228,035 for the three months ended September 30, 2006, an increase in net
      loss of $2,080,163 from the prior period. The increase in net loss was mainly
      due to the $1,725,000 of stock accretion expense for the three months ended
      September 30, 2007, which expense was not represented during the three months
      ended September 30, 2006, and the $290,432 increase in mineral exploration
      costs
      for the three months ended September 30, 2007, compared to the three months
      ended September 30, 2006.





**SIX
      MONTHS ENDED SEPTEMBER 30, 2007, COMPARED TO THE SIX MONTHS ENDED SEPTEMBER
      30,
      2006**





We
      had
      total expenses of $619,868 for the six months ended September 30, 2007, compared
      to total expenses of $289,557 for the six months ended September 30, 2006,
      an
      increase in expenses of $330,311 or 114.1% from the prior period. The main
      reason for the increase in expenses, was due to a $290,432 or 156.2% increase
      in
      mineral exploration costs for the six months ended September 30, 2007, compared
      to the
      six
      months ended September 30, 2006, relating to increased payments to West Timmins
      in connection with the Option Agreement, a $29,596 or 50.2% increase in
      professional fees for the six months ended September 30, 2007, compared to
      the
      six months ended September 30, 2006; a $6,086 increase on loss of foreign
      exchange, to a loss of $5,464 for the six months ended September 30, 2007,
      compared to a gain of $622 for the six months ended September 30, 2006; and
      a $8,482 or 44.0% increase in consulting fees to $27,745 for the six months
      ended September 30, 2007, compared to $19,263 for the six months ended September
      30, 2006, in connection with increased fees paid to our Chief Executive Officer,
      Adam Cegielski, in consideration for services provided to us by Mr. Cegielski
      in
      connection with his efforts to raise funds for our Joint Venture; which was
      offset by a $4,285 or 16.5% decrease in office and sundry expense to $21,731
      for
      the six months ended September 30, 2007, compared to $26,016 for the six months
      ended September 30, 2006, in connection with the rental of our office space
      and
      the purchase of certain office supplies.


8





Professional
      fees for the six months ended September 30, 2006 and 2007 were mainly associated
      with fees paid to our legal counsel in connection with the preparation of our
      various SEC filings and our accountant in connection with the review of our
      interim financial statements and the drafting and filing of our Form 8-K
      filings.





We
      had
      net operating loss for the six months ended September 30, 2007 of $619,868,
      compared to a net operating loss for the six months ended September 30, 2006
      of
      $289,557, an increase in net operating loss of $330,311 or 114.1% from the
      prior
      period, which was mainly in connection with the increases in our mineral
      exploration costs and professional fees for the six months ended September
      30,
      2007, compared to the six months ended September 30, 2006.





We
      had
      other loss of $1,779,000 for the six months ended September 30, 2007, in
      connection with outstanding warrants issued in connection with the sale of
      units
      consisting of common stock and warrants, which other loss was not represented
      during the six months ended September 30, 2006.





Net
      loss
      for the six months ended September 30, 2007 was $2,398,868, compared to a net
      loss of $289,557 for the six months ended September 30, 2006, an increase in
      net
      loss of $2,109,311 from the prior period. The increase in net loss was mainly
      due to the $1,779,000 of stock accretion expense for the six months ended
      September 30, 2007, which expense was not represented during the six months
      ended September 30, 2006, and the $290,432 increase in mineral exploration
      costs
      for the six months ended September 30, 2007, compared to the six months ended
      September 30, 2006.





**LIQUIDITY
      AND CAPITAL RESOURCES**





We
      had
      total assets of $1,072,230 as of September 30, 2007, which included current
      assets consisting solely of cash of $12,330 and non-current assets consisting
      of
      mineral properties of $1,060,000 in connection with our investment in the Joint
      Venture with West Timmins.





We
      had
      total liabilities, consisting solely of total current liabilities of $86,370
      as
      of September 30, 2007, which consisted solely of accounts payable and accrued
      liabilities.





We
      had
      negative working capital of $74,040 as of September 30, 2007. We had a deficit
      accumulated during the exploration stage of $3,167,340 as of September 30,
      2007.





We
      had
      $560,266 in cash used in operating activities for the six months ended September
      30, 2007, which included $2,398,868 of net loss, offset by $1,779,000 of stock
      accretion expense, $56,572 of accounts payable and accrued liabilities and
      $3,030 of prepaid expenses.





We
      had
      $555,500 of cash provided by financing activities for the six months ended
      September 30, 2007, which related to $580,500 of share capital issued for cash
      offset by $25,000 of share subscription received.


9


We
      currently believe that we will be able to continue our business operations
      for
      at least the next ninety days with the cash on hand that we had as of the filing
      of this report, if no additional funding is raised.





We
      had
      paid approximately $600,000 towards exploration expenditures on the Yoquivo
      Property as of  September 30, 2007, and an additional $150,000 towards
      our obligation to keep the Property in good standing, which amount does not
      count towards our required $1,000,000 in exploration expenses which we are
      required to pay to West Timmins within 24 months of the date of the Option
      Agreement.





From
      September 30, 2007, until the date of this report, we sold an aggregate of
      1,700,000 units, each consisting of one share of common stock, one two year
      Class A Warrant to purchase one share of our common stock at $0.15 per share,
      and one two year Class B Warrant to purchase one share of our common stock
      at
      $0.30 per share (the “July 2007 Units”) to various offshore investors for total
      consideration of $170,000, the majority of which was then paid to West Timmins
      in connection with and pursuant to the Option Agreement.





All
      of
      the above warrant transactions will be recorded at Fair Market Value, using
      the
      Black Scholes valuation method.





We
      have
      no current commitments from our officer and Director or any of our shareholders
      to supplement our operations or provide us with financing in the future. If
      we
      are unable to raise additional capital from conventional sources and/or
      additional sales of stock in the future, we may be forced to curtail or cease
      our operations. Even if we are able to continue our operations, the failure
      to
      obtain financing could have a substantial adverse effect on our business and
      financial results.





In
      the
      future, we may be required to seek additional capital by selling debt or equity
      securities, selling assets, or otherwise be required to bring cash flows in
      balance when we approach a condition of cash insufficiency. The sale of
      additional equity or debt securities, if accomplished, may result in dilution
      to
      our then shareholders. We provide no assurance that financing will be available
      in amounts or on terms acceptable to us, or at all.


10


**RISK
      FACTORS**





You
      should carefully consider the following risk factors and other information
      in
      this quarterly report on Form 10-QSB before deciding to become a holder of
      our
      Common Stock. If any of the following risks actually occur, our business and
      financial results could be negatively affected to a significant
      extent.




Our
      business and the value of our common stock are subject to the following Risk
      Factors:





**We
      May Not Be Able To Continue Our Business Plan And Exploration Activities Without
      Additional Financing.**




We
      depend
      to a great degree on the ability to attract external financing in order to
      conduct future exploratory activities. We are currently funded solely by our
      shareholders and through sales of our securities and we believe that we can
      continue our business operations for at least the next ninety days with the
      cash
      we had on hand as of the filing of this report, however we plan to raise
      additional funds subsequent to the filing of this report through private
      placements of our common stock and/or through shareholder loans, of which there
      can be no assurance. If we are unable to raise the additional funds required
      for
      planned exploration and extraction activities, which we do not currently have
      funds to pay, we may be forced to abandon our current business plan and/or
      we
      will not be able to earn our First Option with West Timmins (as described
      above). If you invest in us and we are unable to raise the required funds,
      your
      investment could become worthless.





**Our
      Auditors Have Expressed Substantial Doubt As To Whether Our Company Can Continue
      As A Going Concern.**





We
      are in
      our exploration stage, as planned principal activities have not begun. We have
      not generated any revenues since inception and have incurred substantial losses.
      These factors among others indicate that we may be unable to continue as a
      going
      concern, particularly in the event that we cannot generate sufficient cash
      flow
      to conduct our operations and/or obtain additional sources of capital and
      financing.





**We
      Lack An Operating History Which You Can Use To Evaluate Us, Making Any
      Investment In Our Company Risky.**




We
      lack
      an operating history which investors can use to evaluate our previous earnings,
      as we were only incorporated in November 2004, and have not generated any
      revenues to date. Therefore, an investment in us is risky because we have no
      business history and it is hard to predict what the outcome of our business
      operations will be in the future.





**We
      May Not Find Any Commercial Quantities Of Minerals In The Future, And May Not
      Generate Any Profits, Which May Force Us To Curtail Our Business
      Plan.**





As
      an
      exploration stage company, we have no revenues or profits to date and our
      deficit accumulated during our exploration stage as of September 30, 2007,
      was
      $3,167,340. We had negative working capital of $74,040 as of September 30,
      2007.
      We are currently being funded by existing shareholders and anticipate being
      able
      to continue our business operations for approximately the next ninety days
      with
      the cash on hand we had as of the filing of this report, and plan to raise
      additional funding subsequent to the filing of this report. However, if we
      do
      not begin exploration and/or do not have enough money to continue exploration
      activities it is likely that we will never generate any revenues. Additionally,
      if we are unsuccessful in mining attempts we may choose to attempt in the
      future, it is likely that we will never generate any revenues. Additionally,
      the
      exploration of minerals is highly speculative, and if throughout our mineral
      exploration we do not find commercial quantities of minerals, we will likely
      be
      forced to curtail or abandon our business plan. If this happens, you could
      lose
      your investment in us. If we are unable to generate profits, we will be forced
      to rely on external financing, of which there is no guarantee, to continue
      with
      our business plan.


11





**We
      Have A Poor Financial Position And If We Do Not Generate Revenues, We May Be
      Forced To Abandon Our Business Plan.**





We
      currently have a poor financial position. We have not generated any revenues
      or
      begun exploration on any properties. There is a risk that we will not find
      enough, or even any, minerals needed to generate enough profits for your
      investment in us to appreciate. If we never generate any revenues, we may be
      forced to abandon our business plan and your shares may become
      worthless.





**We
      Rely Upon Key Personnel And If They Leave Us, Our Business Plan And Results
      Of
      Operations Could Be Adversely Affected.**





We
      rely
      heavily on our Chief Executive Officer, Chief Financial Officer, Secretary,
      Treasurer and Director, Adam R. Cegielski, for our success. His experience
      and
      input create the foundation for our business and he is responsible for the
      directorship and control over our exploration activities. We do not currently
      have an employment agreement or "key man" insurance policy on Mr. Cegielski,
      although we anticipate entering into a consulting agreement with Mr. Cegielski
      subsequent to the filing of this report. Moving forward, should we lose the
      services of Mr. Cegielski, for any reason, we will incur costs associated with
      recruiting a replacement and delays in our operations. If we are unable to
      replace him with another suitably trained individual or individuals, we may
      be
      forced to scale back or curtail our business plan and exploration activities.
      As
      a result of this, your investment in us could become devalued.





**Adam
      R. Cegielski, Our Sole Director And Officer Can Vote An Aggregate Of 46% Of
      Our
      Common Stock And Can Therefore Exercise Significant Control Over Corporate
      Decisions Including The Appointment Of New Directors.**





Adam
      R.
      Cegielski, our sole Director and officer can vote an aggregate of 40,000,000
      shares or approximately 46% of our outstanding Common Stock. Accordingly, Mr.
      Cegielski will exercise significant control in determining the outcome of all
      corporate transactions or other matters, including the election of directors,
      mergers, consolidations, the sale of all or substantially all of our assets,
      and
      also the power to prevent or cause a change in control. Any investors who
      purchase shares will be minority shareholders and as such will have little
      to no
      say in the direction of the Company and the election of Directors. Additionally,
      it will be difficult if not impossible for investors to remove Mr. Cegielski
      as
      a Director of the Company, which will mean he will remain in control of who
      serves as officers of the Company as well as whether any changes are made in
      the
      Board of Directors. As a potential investor in the Company, you should keep
      in
      mind that even if you own shares of the Company's Common Stock and wish to
      vote
      them at annual or special shareholder meetings, your shares will likely have
      little effect on the outcome of corporate decisions.




**We
      Will Be Subject To Numerous Risks If We Commence Mining Operations, Of Which
      There Can Be No Assurance.**





The
      mineral exploration and mining business is competitive in all of its phases.
      We
      currently have no mining operations of any kind, however we are currently in
      the
      process of conducting diamond drilling through our Joint Venture with West
      Timmins. If we do commence mining activities in the future, we will be subject
      to numerous risks, including:





o
            competitors
                with greater financial, technical and other resources, in the search
                for
                and the acquisition of attractive mineral properties;o
            our
                ability to select and acquire suitable producing properties or prospects
                for mineral exploration;o
            the
                accuracy of our reserve estimates, if any, which may be affected
                by the
                following factors beyond our
                control:





12





-
            declines
                in the market price of the various metals we mine;-
            increased
                production or capital costs;-
            reduction
                in the grade or tonnage of the deposit;-
            increase
                in the dilution of the ore; or-
            reduced
                recovery rates;





o
            risks
                and hazards associated with environmental hazards, political and
                country
                risks, civil unrest or terrorism, industrial accidents, labor disputes,
                unusual or unexpected geologic formations, cave-ins, explosive rock
                failures; and flooding and periodic interruptions due to inclement
                or
                hazardous weather conditions; ando
            our
                failure to maintain insurance on certain risks associated with any
                exploration activities we may undertake in the
                future.





If
      we do
      begin exploration activities in the future, of which there can be no assurance,
      we will be subject to the above risks. If any of the above risks occur, we
      may
      be forced to curtail or abandon our operations and/or exploration and
      development activities, if any. As a result, any investment in us could decrease
      in value and/or become worthless.





**There
      Is Uncertainty As To An Investors Ability To Enforce Civil Liabilities Both
      In
      And Outside Of The United States Due To The Fact That Our Sole Officer And
      Director And Assets Are Not Located In The United
      States.**





Our
      office and the majority of our assets are located in Canada, while the Yoquivo
      Property, which we have entered into an Option Agreement to explore and develop,
      is located in Mexico. Our sole officer and Director is located in Canada. As
      a
      result, it may be difficult for shareholders to effect service of process within
      the United States on our officer and Director. In addition, investors may have
      difficulty enforcing judgments based upon the civil liability provisions of
      the
      securities laws of the Unites States or any state thereof, both in and outside
      of the United States.





**We
      May Not Be Able To Earn Our First Or Second Option With West Timmins Pursuant
      To
      The Option Agreement.**





In
      June
      2006, we entered into an Option Agreement with West Timmins to earn up to a
      75%
      interest in the Yoquivo Property (as defined and described below). In order
      to
      earn the interest of the Yoquivo Property, we were required to pay $600,000
      during the twelve months following our entry into the Option Agreement (i.e.
      prior to June 2007), which date was extended to June 30, 2007, pursuant to
      the
      Second Extension Letter (described above), and although the $600,000 was not
      paid as of June 30, 2007, the full amount of the $600,000 has been paid to
      date.
      Additionally, prior to the twenty-fourth month anniversary of our entry into
      the
      Option Agreement (i.e. prior to June 2008), we are required to expend at least
      $1,000,000 in cumulative expenditures, of which $600,000 has been paid as of
      the
      date of this filing. We can provide no assurance that we will be able to raise
      the additional capital needed to pay the remaining balance on these cumulative
      expenditures and/or earn our interest in the property on favorable terms, if
      at
      all. If we are unable to raise the capital required to earn the interest in
      the
      Yoquivo Property, our current expenditures towards such Option Agreement will
      be
      forfeited and we could be forced to abandon or curtail our current business
      plan. If this were to happen, the value of our common stock could become
      worthless.


13


**Our
      Determinations Of Planned Activities And Estimates Of Potential Reserves May
      Be
      Inaccurate.**




We
      are
      currently in the exploration stage. Before we can begin a development project,
      if ever, we must first determine whether it is economically feasible to do
      so.
      This determination is based on estimates of several factors,
      including:





o
            expected
                recovery rates of metals from the ore;o
            facility
                and equipment costs;o
            capital
                and operating costs of a development project;o
            future
                metals prices;o
            currency
                exchange and repatriation risks;o
            tax
                rates;o
            inflation
                rates;o
            political
                risks and regulatory climate in Canada and Mexico; ando
            availability
                of credit.




Any
      development projects we may undertake in the future will likely not have an
      operating history upon which to base these estimates and as a result, actual
      cash operating costs and returns from a development project, if any, may differ
      substantially from our estimates. Consequently, it may not be economically
      feasible to continue with a development project, if one is started.





**We
      Previously Granted An Aggregate Of 300,000 Warrants To Purchase Shares Of Our
      Common Stock In November And December 2006, Which Warrants Have Been Cancelled
      By Us, But Which Shareholders May Still Request Us To Honor In The
      Future.**





In
      November and December 2006, we granted 300,000 Warrants to two individuals
      in
      consideration for consulting services rendered, at an exercise price of $0.35
      per share.  We subsequently took action to amend those Warrants and have
      since unilaterally cancelled such Warrants; however, those prior Warrant holders
      may require us to honor the terms of the prior Warrant grants in the future.
      If
      that were to happen, we may be required to issue additional shares of common
      stock and/or expend additional resources in connection with litigation and/or
      disputes regarding such Warrants and shares issuable in connection therewith
      and/or the restatement of the financial statements contained herein in
      connection with such prior Warrant grants.  As a result, if such Warrant
      holders attempt to enforce the Warrants which have been rescinded by us, our
      results of operations could be adversely affected, and we could be forced to
      curtail our business plans, and as a result, any investment in us could become
      worthless.


14


**Our
      Planned Mineral Exploration Efforts Are Highly
      Speculative.**





Mineral
      exploration is highly speculative. It involves many risks and is often
      nonproductive. Even if we believe we have found a valuable mineral deposit,
      it
      may be several years before production is possible. During that time, it may
      become no longer feasible to produce those minerals for economic, regulatory,
      political, or other reasons. Additionally, we may be required to make
      substantial capital expenditures and to construct mining and processing
      facilities. As a result of these costs and uncertainties, we may be unable
      to
      start, or if started, to finish our exploration activities.





**Our
      Operations, If Any, Will Be Subject To Currency
      Fluctuations.**





While
      we
      do not currently have any operations, we believe that our products, if any,
      will
      be sold in world markets in United States dollars. As a result, currency
      fluctuations may affect the cash flow we realize from our future operations
      and
      exploration activities, which we plan to conduct in Mexico, if any. Foreign
      exchange fluctuations may materially adversely affect our financial performance
      and results of operations.





**Our
      Property Has Not Produced Any Commercial Reserves Or Ore Body, And The
      Probability Of Such Property Producing Any Commercially Viable Reserves In
      The
      Future Is Remote.**





Our
      mineral project is in the exploration stage as opposed to the development stage
      and we have no known body of economic mineralization. The known mineralization
      at these projects has not been determined to be economic ore. Until further
      exploration activities can be conducted, there can be no assurance that a
      commercially mineable ore body exists on any of our properties. In order to
      carry out exploration and development programs of any economic ore body and
      place it into commercial production, we will be required to raise substantial
      additional funding, and even if we are successful in completing our exploration
      activities on our property, we may not be successful in finding commercial
      quantities of minerals. Furthermore, the probability of an individual prospect
      ever having reserves or being commercially viable is extremely remote. As a
      result, there is only a small probability that any of our properties contain
      any
      reserves and that any funds spent on exploration activities will ever be
      recovered.





**Mining
      Operations In General Involve A High Degree Of Risk, Which We May Be Unable,
      Or
      May Not Choose To Insure Against, Making Exploration And/Or Development
      Activities We May Pursue Subject To Potential Legal Liability For Certain
      Claims.**





Our
      operations are subject to all of the hazards and risks normally encountered
      in
      the exploration, development and production of minerals. These include unusual
      and unexpected geological formations, rock falls, flooding and other conditions
      involved in the drilling and removal of material, any of which could result
      in
      damage to, or destruction of, mines and other producing facilities, damage
      to
      life or property, environmental damage and possible legal liability. Although
      we
      plan to take adequate precautions to minimize these risks, and risks associated
      with equipment failure or failure of retaining dams which may result in
      environmental pollution, there can be no assurance that even with our
      precautions, damage or loss will not occur and that we will not be subject
      to
      liability which will have a material adverse effect on our business, results
      of
      operation and financial condition. If this were to happen, we could be forced
      to
      curtail or abandon our business activities.


15





**Nevada
      Law And Our Articles Of Incorporation Authorize Us To Issue Shares Of Stock,
      Which Shares May Cause Substantial Dilution To Our Existing Shareholders And/Or
      Have Rights And Preferences Greater Than Our Common
      Stock.**





Pursuant
      to our Articles of Incorporation, we have 400,000,000 shares of Common Stock
      and
      100,000,000 shares of preferred stock ("Preferred Stock") authorized. As of
      November 28, 2007, we had 87,377,167 shares of our common stock outstanding,
      which includes 1,730,000 shares of common stock which we have previously sold
      pursuant to Offshore Subscription Agreements, which shares have not been
      physically issued to date. As of November 28, 2007, - 0 - shares of Preferred
      Stock were issued and outstanding. As a result,
      our Board of Directors has the ability to issue a large number of additional
      shares of Common Stock without shareholder approval, which if issued could
      cause
      substantial dilution to our then shareholders. Additionally, shares of Preferred
      Stock may be issued by our Board of Directors without shareholder approval
      with
      voting powers, and such preferences and relative, participating, optional or
      other special rights and powers as determined by our Board of Directors, which
      may be greater than our Common Stock. As a result, shares of Preferred Stock
      may
      be issued by our Board of Directors which cause the holders to have super
      majority voting power over our shares, provide the holders of the Preferred
      Stock the right to convert the shares of Preferred Stock they hold into shares
      of our Common Stock, which may cause substantial dilution to our then Common
      Stock shareholders and/or have other rights and preferences greater than those
      of our Common Stock shareholders. Investors should keep in mind that the Board
      of Directors has the authority to issue additional shares of Common Stock and
      Preferred Stock, which could cause substantial dilution to our existing
      shareholders. Additionally, the dilutive effect of any Preferred Stock, which
      we
      may issue may be exacerbated given the fact that such Preferred Stock may have
      super majority voting rights and/or other rights or preferences which could
      provide the preferred shareholders with voting control over us subsequent to
      this offering and/or provide those holders the power to prevent or cause a
      change in control. As a result, the issuance of shares of Common Stock and/or
      Preferred Stock, may cause the value of our securities to decrease and/or become
      worthless.





**We
      Have Yet To Attain Profitable Operations And Because We Will Need Additional
      Financing To Fund Our Exploration Activities, Our Accountants Believe There
      Is
      Substantial Doubt About Our Ability To Continue As A Going
      Concern.**





We
      had
      incurred a net loss of $684,878 for the year ended March 31, 2007, had an
      accumulated deficit of $768,472 as of March 31, 2007, and had a net loss of
      $2,308,198 for the three months ended September 30, 2007, and an accumulated
      deficit of $3,167,340 as of September 30, 2007, and have generated no revenues
      to date. Our future is dependent upon our ability to obtain financing and upon
      future profitable operations from the development of our mineral claims. These
      factors raise substantial doubt that we will be able to continue as a going
      concern. Our independent auditors, have expressed substantial doubt about
      our ability to continue as a going concern given our recurring losses from
      operations, which are described in the first risk factor above. This opinion
      could materially limit our ability to raise additional funds by issuing new
      debt
      or equity securities or otherwise. If we fail to raise sufficient capital,
      we
      will not be able to implement our exploration program which requires significant
      funding past the second phase, as a result we may have to liquidate our business
      and stockholders may lose their investment. Investors should consider our
      auditor's comments when determining if an investment in us is
      suitable.




**Because
      Of The Unique Difficulties And Uncertainties Inherent In Mineral Exploration
      Ventures, We Face A High Risk Of Business Failure.**





Stockholders
      should be aware of the difficulties normally encountered by new mineral
      exploration companies and the high rate of failure of such enterprises. The
      likelihood of success must be considered in light of the problems, expenses,
      difficulties, complications and delays encountered in connection with the
      exploration of the mineral properties that we plan to undertake. These potential
      problems include, but are not limited to, unanticipated problems relating to
      exploration, and additional costs and expenses that may exceed current
      estimates. Most exploration projects do not result in the discovery of
      commercially mineable deposits of ore. Problems such as unusual or unexpected
      formations and other conditions are involved in mineral exploration and often
      result in unsuccessful exploration efforts. If we experience any of these
      problems or delays, our exploration activities could become much more costly
      than originally estimated and if such additional funding is not available if
      needed, we may be forced to abandon our operations.





**We
      Have No Known Mineral Reserves And If We Cannot Find Any, We Will Have To Cease
      Operations.**





We
      have
      no mineral reserves. If we do not find mineral reserves containing gold, silver,
      or other precious minerals or if we cannot explore mineral reserves, either
      because we do not have the money to do it or because
      it will not be economically feasible to do it, we will have to cease operations
      and stockholders will lose their investment. Mineral exploration, particularly
      for gold, is highly speculative. It involves many risks and is often
      non-productive. Even if we are able to find mineral reserves on our property
      our
      production capability is subject to further risks
      including:


16




o
            Costs of bringing the property into production including exploration
                work,
                preparation of production feasibility studies, and construction of
                production facilities, all of which we
              have not budgeted for;o
            Availability and costs of financing;o
            Ongoing costs of production; ando
            Environmental compliance regulations and
                restraints.




The
      marketability of any minerals acquired or discovered may be affected by numerous
      factors which are beyond our control and which cannot be accurately predicted,
      such as market fluctuations, the lack of milling facilities and processing
      equipment near our claims, and such other factors as government regulations,
      including regulations relating to allowable production, importing and exporting
      of minerals, and environmental protection.





Given
      the
      above noted risks, the chances of finding reserves on our mineral properties
      are
      remote and funds expended on exploration will likely be lost.





**Because
      Of The Inherent Dangers Involved In Mineral Exploration, There Is A Risk That
      We
      May Incur Liability Or Damages As We Conduct Our
      Business.**





The
      search for valuable minerals involves numerous hazards. As a result, we may
      become subject to liability for such hazards, including pollution, cave-ins
      and
      other hazards against which we cannot insure or against which we may elect
      not
      to insure. At the present time, we have no coverage to insure against these
      hazards. The payment of such liabilities may result in our inability to complete
      our planned exploration program and/or obtain additional financing to fund
      our
      exploration program.





**We
      May Conduct Further Offerings In The Future In Which Case Stockholders Holdings
      Will Be Diluted.**





We
      completed offerings of 35,200,000 and 2,400,000 shares of our common stock
      at a
      price of $0.0025 per share to investors on February 28, 2005 and April 14,
      2005,
      respectively. Additionally, we sold 183,334 shares of our or common stock to
      two
      offshore investors in April 2006, 448,000 shares of our common stock to three
      offshore investors in June 2006, at a price of $0.60 per share, and an aggregate
      of 425,834 shares of our common stock to two offshore investors in August and
      September 2006, at a price of $0.60 per share. More recently, we sold 1,166,666
      units consisting of one share of common stock and one warrant to purchase one
      share of our common stock for $0.20 per share for aggregate consideration of
      $175,000 or $0.15 per unit in March 2007, and 203,333 units for aggregate
      consideration of $30,500 or $0.15 per unit in June 2007.  In July
      through September 2007, we completed offerings of an aggregate of 6,350,000
      units, each consisting of one share of common stock, one Class A Warrant to
      purchase one share of our common stock at $0.15 per share, and one Class B
      Warrant to purchase one share of our common stock at $0.30 per share (the “July
      2007 Units”) for aggregate consideration of $565,000 or $0.10 per July 2007
      Unit.





Since
      our
      inception we have relied on such equity sales of our common stock to fund our
      operations. We may conduct further equity and/or debt offerings in the future
      to
      finance our current projects or to finance subsequent projects that we decide
      to
      undertake. If common stock is issued in return for additional funds, the price
      per share could be lower than that paid by our current stockholders. We
      anticipate continuing to rely on equity sales of our common stock or debt
      offerings in order to fund our business operations. If we issue
      additional stock, each stockholder's percentage interest in us will be lower.
      This condition is often referred to as "dilution". The result of this could
      reduce the value of your stock.


17





**If
      We Are Late In Filing Our Quarterly Or Annual Reports With The SEC, We May
      Be
      De-Listed From The Over-The-Counter Bulletin Board.**




Pursuant
      to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing
      of periodic reports with the SEC, any OTCBB issuer which fails to file a
      periodic report (Form 10-QSB's or 10-KSB's) by the due date of such report
      (not
      withstanding any extension granted to the issuer by the filing of a Form
      12b-25), three (3) times during any twenty-four (24) month period is
      automatically de-listed from the OTCBB. Such removed issuer would not be
      re-eligible to be listed on the OTCBB for a period of one-year, during which
      time any subsequent late filing would reset the one-year period of de-listing.
      As we were deemed late in filing our Form 10-KSB for the period ending March
      31,
      2007, due to that fact that such filing as originally made failed to include
      our
      auditors report, and because we were late in filing this report on Form 10-QSB,
      if we are late in our periodic filings one more time during the next four fiscal
      quarters and/or late three times in any subsequent twenty-four (24) month
      period, we will be de-listed from the OTCBB, and as a result, our securities
      may
      become worthless, and we may be forced to curtail or abandon our business
      plan.




**In
      The Future, We Will Incur Significant Increased Costs As A Result Of Operating
      As A Fully Reporting Company In Connection With Section 404 Of The Sarbanes
      Oxley Act, And Our Management Will Be Required To Devote Substantial Time To
      New
      Compliance Initiatives.**





Moving
      forward, we anticipate incurring significant legal, accounting and other
      expenses in connection with our status as a fully reporting public company.
      The
      Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently
      implemented by the SEC have imposed various new requirements on public
      companies, including requiring changes in corporate governance practices. As
      such, our management and other personnel will need to devote a substantial
      amount of time to these new compliance initiatives. Moreover, these rules and
      regulations will increase our legal and financial compliance costs and will
      make
      some activities more time-consuming and costly. In addition, the Sarbanes-Oxley
      Act requires, among other things, that we maintain effective internal controls
      for financial reporting and disclosure of controls and procedures. In
      particular, commencing in fiscal 2008, we must perform system and process
      evaluation and testing of our internal controls over financial reporting to
      allow management and our independent registered public accounting firm to report
      on the effectiveness of our internal controls over financial reporting, as
      required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the
      subsequent testing by our independent registered public accounting firm, may
      reveal deficiencies in our internal controls over financial reporting that
      are
      deemed to be material weaknesses. Our compliance with Section 404 will require
      that we incur substantial accounting expense and expend significant management
      efforts. We currently do not have an internal audit group, and we will need
      to
      hire additional accounting and financial staff with appropriate public company
      experience and technical accounting knowledge. Moreover, if we are not able
      to
      comply with the requirements of Section 404 in a timely manner, or if we or
      our
      independent registered public accounting firm identifies deficiencies in our
      internal controls over financial reporting that are deemed to be material
      weaknesses, the market price of our stock could decline, and we could be subject
      to sanctions or investigations by the SEC or other regulatory authorities,
      which
      would require additional financial and management resources.





**There
      is currently a limited, sporadic, and illiquid market for our common stock,
      which Market we anticipate remaining limited, sporadic, and
      illiquid.**





We
      currently anticipate that the market for our common stock will remain limited,
      sporadic, and illiquid until such time as we generate significant revenues,
      if
      ever, and that the market for our common stock will be subject to wide
      fluctuations in response to several factors, including, but not limited
      to:





(1)
            actual
                or anticipated variations in our results of
                operations;


(2)
            our
                ability or inability to generate new revenues;(3)
            the
                number of shares in our public float;(4)
            increased
                competition; and(5)
            conditions
                and trends in the mining, gold, silver or precious metals
                industries.




18


Furthermore,
      because our Common Stock is traded on the NASD OTCBB, our stock price may be
      impacted by factors that are unrelated or disproportionate to our operating
      performance. These market fluctuations, as well as general economic, political
      and market conditions, such as recessions, interest rates or international
      currency fluctuations may adversely affect the market price of our common stock.
      Additionally, at present, we have a limited number of shares in our public
      float, and as a result, there could be extreme fluctuations in the price of
      our
      common stock. Further, due to the limited volume of our shares which trade
      and
      our limited public float, we believe that our stock prices (bid, asked and
      closing prices) are entirely arbitrary, are not related to the actual value
      of
      the Company, and do not reflect the actual value of our common stock (and in
      fact reflect a value that is much higher than the actual value of our Common
      Stock). Shareholders and potential investors in our Common Stock should exercise
      caution before making an investment in the Company, and should not rely on
      the
      publicly quoted or traded stock prices in determining our Common Stock value,
      but should instead determine value of our Common Stock based on the information
      contained in the Company's public reports, industry information, and those
      business valuation methods commonly used to value private
      companies.





**Investors
      May Face Significant Restrictions On The Resale Of Our Common Stock Due To
      Federal Regulations Of Penny Stocks.**





Our
      Common Stock will be subject to the requirements of Rule 15(g)9, promulgated
      under the Securities Exchange Act as long as the price of our Common Stock
      is
      below $4.00 per share. Under such rule, broker-dealers who recommend low-priced
      securities to persons other than established customers and accredited investors
      must satisfy special sales practice requirements, including a requirement that
      they make an individualized written suitability determination for the purchaser
      and receive the purchaser's consent prior to the transaction. The Securities
      Enforcement Remedies and Penny Stock Reform Act of 1990, also requires
      additional disclosure in connection with any trades involving a stock defined
      as
      a penny stock. Generally, the Commission defines a penny stock as any equity
      security not traded on an exchange or quoted on NASDAQ that has a market price
      of less than $4.00 per share. The required penny stock disclosures include
      the
      delivery, prior to any transaction, of a disclosure schedule explaining the
      penny stock market and the risks associated with it. Such requirements could
      severely limit the market liquidity of the securities and the ability of
      purchasers to sell their securities in the secondary market.


19





**ITEM
      3. CONTROLS AND PROCEDURES**





(a)
      Evaluation of disclosure controls and procedures. Our Chief Executive Officer
      and Principal Financial Officer, after evaluating the effectiveness of our
      "disclosure controls and procedures" (as defined in the Securities Exchange
      Act
      of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered
      by
      this Quarterly Report on Form 10-QSB (the "Evaluation Date"), have concluded
      that as of the Evaluation Date, our disclosure controls and procedures were
      not
      effective to provide reasonable assurance that information we are required
      to
      disclose in reports that we file or submit under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in the
      Securities and Exchange Commission rules and forms, and that such information
      is
      accumulated and communicated to our management, including our Chief Executive
      Officer and Principal Financial Officer, as appropriate, to allow timely
      decisions regarding required disclosure.





Our
      disclosure controls and procedures were not effective, as we were late in filing
      this Form 10-QSB and were late in filing our Form 10-KSB for the period ended
      March 31, 2007.





(b)
      Changes in internal control over financial reporting. There were no changes
      in
      our internal control over financial reporting during our most recent fiscal
      quarter that materially affected, or were reasonably likely to materially
      affect, our internal control over financial reporting.


20





**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





From
      time
      to time, we may become party to litigation or other legal proceedings that
      we
      consider to be a part of the ordinary course of our business. We are not
      currently involved in legal proceedings that could reasonably be expected to
      have a material adverse effect on our business, prospects, financial condition
      or results of operations. We may become involved in material legal proceedings
      in the future.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES**





The
      Company previously reported in its Form 10-QSB for the period ended December
      31,
      2006, the sale in October 2006, of 80,000 shares of its restricted common stock
      to an individual in consideration for $48,000, or $0.60 per share. That
      disclosure was incorrect, as the shares were actually issued as a finder’s fee
      in connection with the individual finding certain other purchasers of our common
      stock in connection with subscriptions received in and around October
      2006.  We claim an exemption from registration afforded by Regulation
      S, for the above issuance since the issuance will be made to a non-U.S. person
      (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to
      offshore transactions, and no directed selling efforts were made in the United
      States by us, a distributor, any respective affiliates, or any person acting
      on
      behalf of any of the foregoing.





On
      March
      15, 2007, we sold 1,000,000 units, each consisting of one share of common stock
      and one two year Class A Warrant to purchase one share of common stock at an
      exercise price of $0.20 per share to an entity for aggregate consideration
      of
      $150,000, or $0.15 per unit. The shares were issued in November 2007. We claim
      an exemption from registration afforded by Regulation S of the Act ("Regulation
      S") for the above issuance since the issuance was made to a non-U.S. person
      (as
      defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an
      offshore transaction, and no directed selling efforts were made in the United
      States by us, a distributor, any respective affiliates, or any person acting
      on
      behalf of any of the foregoing.





In
      March
      2007, we sold 166,666 units, each consisting of one share of common stock and
      one two year Class A Warrant to purchase one share of common stock at an
      exercise price of $0.20 per share to an entity for aggregate consideration
      of
      $25,000, or $0.15 per unit. The shares were issued in November 2007. We claim
      an
      exemption from registration afforded by Regulation S for the above issuance
      since the issuance was made to a non-U.S. person (as defined under Rule 902
      section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and
      no
      directed selling efforts were made in the United States by us, a distributor,
      any respective affiliates, or any person acting on behalf of any of the
      foregoing.





In
      June
      2007, we sold 50,000 units, each consisting of one share of common stock and
      one
      two year Class A Warrant to purchase one share of common stock at an exercise
      price of $0.20 per share to an individual for aggregate consideration of $7,500,
      or $0.15 per unit. The shares were issued in November 2007. We claim an
      exemption from registration afforded by Regulation S of the Act ("Regulation
      S")
      for the above issuance since the issuance was made to a non-U.S. person (as
      defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an
      offshore transaction, and no directed selling efforts were made in the United
      States by us, a distributor, any respective affiliates, or any person acting
      on
      behalf of any of the foregoing.





In
      June
      2007, we sold 53,333 units, each consisting of one share of common stock and
      one
      two year Class A Warrant to purchase one share of common stock at an exercise
      price of $0.20 per share to an individual for aggregate consideration of $8,000,
      or $0.15 per unit. The shares were issued in November 2007. We claim an
      exemption from registration afforded by Regulation S of the Act ("Regulation
      S")
      for the above issuance since the issuance was made to a non-U.S. person (as
      defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an
      offshore transaction, and no directed selling efforts were made in the United
      States by us, a distributor, any respective affiliates, or any person acting
      on
      behalf of any of the foregoing.


21





In
      June
      2007, we sold 100,000 units, each consisting of one share of common stock and
      one two year Class A Warrant to purchase one share of common stock at an
      exercise price of $0.20 per share to an individual for aggregate consideration
      of $15,000, or $0.15 per unit. The shares were issued in November 2007. We
      claim
      an exemption from registration afforded by Regulation S of the Act ("Regulation
      S") for the above issuance since the issuance was made to a non-U.S. person
      (as
      defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an
      offshore transaction, and no directed selling efforts were made in the United
      States by us, a distributor, any respective affiliates, or any person acting
      on
      behalf of any of the foregoing.





On
      or
      about July 20, 2007, we sold 150,000, units, each consisting of one share of
      common stock, one two year Class A Warrant to purchase one share of our common
      stock at $0.15 per share, and one two year Class B Warrant to purchase one
      share
      of our common stock at $0.30 per share (the “July 2007 Units”) to an individual
      for aggregate consideration of $15,000, or $0.10 per unit. The shares were
      issued in November 2007. We will claim an exemption from registration afforded
      by Section 4(2) of the Securities Act of 1933 for the above, since the foregoing
      will not involve a public offering, the recipient will take the securities
      for
      investment and not resale and we will take appropriate measures to restrict
      transfer.





On
      or
      about July 22, 2007, we sold 500,000 July 2007 Units to an individual, for
      aggregate consideration of $50,000, or $0.10 per unit. A total of 470,000 of
      shares have been issued to date, and the Company is currently in the process
      of
      issuing the additional 30,000 shares; however, we have agreed to issue such
      shares, and have therefore included such shares in the number of issued and
      outstanding shares disclosed throughout this filing.  We will claim an
      exemption from registration afforded by Section 4(2) of the Securities Act
      of
      1933 for the above, since the foregoing will not involve a public offering,
      the
      recipient will take the securities for investment and not resale and we will
      take appropriate measures to restrict transfer.





On
      or
      about July 25, 2007, we sold Coach Capital, LLC 3,000,000 July 2007 Units for
      aggregate consideration of $300,000, or $0.10 per unit. The shares were issued
      in November 2007. We will claim an exemption from registration afforded by
      Section 4(2) of the Securities Act of 1933 for the above, since the foregoing
      will not involve a public offering, the recipient will take the securities
      for
      investment and not resale and we will take appropriate measures to restrict
      transfer.





On
      or
      about July 27, 2007, we sold Epsom Investments 300,000 July 2007 Units for
      aggregate consideration of $30,000 or $0.10 per unit.  The shares were
      issued in November 2007. We claim an exemption from registration afforded by
      Regulation S of the Act ("Regulation S") for the above issuance since the
      issuance was made to a non-U.S. person (as defined under Rule 902 section
      (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed
      selling efforts were made in the United States by us, a distributor, any
      respective affiliates, or any person acting on behalf of any of the
      foregoing.





On
      or
      about August 8, 2007, we sold Epsom Investments 1,000,000 July 2007 Units for
      aggregate consideration of $100,000 or $0.10 per unit.  We have not
      issued the 1,000,000 shares of common stock to Epsom Investments as of the
      date
      of this filing; however, we have agreed to issue such shares, and have therefore
      included such shares in the number of issued and outstanding shares disclosed
      throughout this filing. We claim an exemption from registration afforded by
      Regulation S of the Act ("Regulation S") for the above issuance since the
      issuance was made to a non-U.S. person (as defined under Rule 902 section
      (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed
      selling efforts were made in the United States by us, a distributor, any
      respective affiliates, or any person acting on behalf of any of the
      foregoing.





In
      August
      2007, we sold an individual 200,000 July 2007 Units for aggregate consideration
      of $20,000 or $0.10 per unit.  The shares issuable in connection with
      the Units were issued in November 2007.  We claim an exemption from
      registration afforded by Regulation S of the Act ("Regulation S") for the above
      issuance since the issuance was made to a non-U.S. person (as defined under
      Rule
      902 section (k)(2)(i) of Regulation S), pursuant to an offshore transaction,
      and
      no directed selling efforts were made in the United States by us, a distributor,
      any respective affiliates, or any person acting on behalf of any of the
      foregoing.


22





In
      September 2007, we sold an entity 500,000 July 2007 Units for aggregate
      consideration of $50,000 or $0.10 per unit.  The shares issuable in
      connection with the Units were issued in November 2007.  We claim an
      exemption from registration afforded by Regulation S of the Act ("Regulation
      S")
      for the above issuance since the issuance was made to a non-U.S. person (as
      defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an
      offshore transaction, and no directed selling efforts were made in the United
      States by us, a distributor, any respective affiliates, or any person acting
      on
      behalf of any of the foregoing.





In
      September 2007, we sold Epsom Investments 500,000 July 2007 Units for aggregate
      consideration of $50,000 or $0.10 per unit.  The shares issuable in
      connection with the Units have not been issued to date, but have been included
      in the number of issued and outstanding shares disclosed through this filing
      as
      we have received the funds for such subscription.  We claim an
      exemption from registration afforded by Regulation S of the Act ("Regulation
      S")
      for the above issuance since the issuance was made to a non-U.S. person (as
      defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an
      offshore transaction, and no directed selling efforts were made in the United
      States by us, a distributor, any respective affiliates, or any person acting
      on
      behalf of any of the foregoing.





In
      September 2007, we sold Epsom Investments 200,000 July 2007 Units for aggregate
      consideration of $200,000 or $0.10 per unit.  The shares issuable in
      connection with the Units have not been issued to date, but have been included
      in the number of issued and outstanding shares disclosed through this filing
      as
      we have received the funds for such subscription.  We claim an
      exemption from registration afforded by Regulation S of the Act ("Regulation
      S")
      for the above issuance since the issuance was made to a non-U.S. person (as
      defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an
      offshore transaction, and no directed selling efforts were made in the United
      States by us, a distributor, any respective affiliates, or any person acting
      on
      behalf of any of the foregoing.





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





None.





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





None.





**ITEM
      5. OTHER INFORMATION**





None.





**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





a)
      EXHIBITS





**Exhibit
                No.**
            **Description**3.1(1)
            Articles
                of Incorporation.3.1
                (2)
            Certificate
                of Amendment to Articles of Incorporation3.3(1)
            Bylaws,
                as amended.3.3(3)
            Certificate
                of Change Pursuant to NRS 78.2093.2(3)
            Certificate
                of Correction to the Company's Articles of
                Incorporation


23





10.1(4)
            Stock
                Purchase Agreement between Susan Downing and Adam
                Cegielski10.2(5)
            Option
                Agreement with Sydney (which later merged with another entity and
                is now
                known as West Timmins Mining Inc.).


10.3(6)
            Letter
                of Extension from West Timmins Mining, Inc. (January 29,
                2007)10.4(7)
            Letter
                of Extension from West Timmins Mining, Inc. (May 31, 2007)31*
            Chief
                Executive Officer and Chief Financial Officer Certification pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200232*
            Chief
                Executive Officer and Chief Financial Officer Certification pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002





*
      Filed
      Herein.





(1)
      Filed as exhibits to our Form SB-2 Registration Statement filed
      with the Commission on August 15, 2005, and incorporated herein by
      reference.




(2)
      Filed
      as an exhibit to our Report on Form 8-K filed with the Commission on May 29,
      2007, and incorporated herein by reference.





(3)
      Filed
      as exhibits to our Report on Form 8-K filed with the Commission on April 25,
      2006, and incorporated herein by reference.





(4)
      Filed
      as an exhibit to our Report on Form 8-K filed with the Commission on March 29,
      2006, and incorporated herein by reference.





(5)
      Filed
      as an exhibit to our Report on Form 8-K filed with the Commission on June 13,
      2006, and incorporated herein by reference.





(6)
      Filed as an exhibit to our Report on Form 10-QSB, filed with the Commission
      on
      February 20, 2007, and incorporated herein by reference.




(7)
      Filed
      as an exhibit to our Report on Form 10-KSB, filed with the Commission on July
      16, 2007, and incorporated herein by reference.











b)
            REPORTS
                ON FORM 8-K





We
      filed
      a Report on Form 8-K on August 17, 2007, to report a change in auditors from
      Telford Sadovnick, P.L.L.C., Certified Public Accountants ("Telford") to GLO
      CPAs, LLP, Certified Public Accountants ("GLO").


On
      September 28, 2007, we filed an amended Report on Form 8-K to amend our report
      as filed on August 17, 2007, to include a letter from Telford regarding the
      August 17, 2007 Form 8-K and the disclosures we made therein.








24





**SIGNATURES**





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





**GOLDMOUNTAIN
              EXPLORATION CORPORATION**DATED:
                December 19,  2007
            By:/s/ Adam R. CegielskiAdam
                R. CegielskiChief
                Executive Officer






25