UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549



FORM
10-KSB/A-1



[X]

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



For the fiscal year ended December 31, 2007



[
 ]

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



For the transition period from ______ to ______



GOLD CREST MINES, INC.

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



|Nevada                                                         | 000-52392              | 82-0290112                          
|-------------------------------------------------------------- | ---------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
organization) | Commission file number | (IRS Employer Identification Number)



|10807 E Montgomery Dr. Suite #1
Spokane Valley, WA |  | 99206     
|-------------------------------------------------- |  | ----------
|(Address of principal executive offices)           |  | (Zip Code)



Registrant's telephone number, including area code: (509)
893-0171



SECURITIES RESGISTERED UNDER SECTION 12(b) OF THE
EXCHANGE ACT:  Common Stock, $0.001 par value



SECURITIES REGISTERED UNDER SECTION 12(g) OF THE
EXCHANGE ACT:  None



Check whether the issuer is not required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act. [  ]



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



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



Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company.

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



Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ̈  Nox



Revenues of the registrant for its fiscal year ended
December 31, 2007 were $0.



The aggregate market value of voting and non-voting
common stock held by non-affiliates of the registrant was $9,666,283 as of March
12, 2008.



At March 12, 2008, 76,903,828 shares of the registrants
common stock were outstanding.



DOCUMENTS INCORPORATED BY
REFERENCE

None.



Transitional Small Business Disclosure format (check
one):  Yes [ ]  No [X]



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EXPLANATORY NOTE



The Company filed a registration statement
on Form S-8 (SEC File No. 333-145883) for its 2007 Stock Plan for a total of
12,000,000 shares.  The Company inadvertently failed to file as an exhibit
the consent of its independent registered public accounting firm, DeCoria,
Maichel & Teague P.S., for the use of their report dated March 18, 2008,
related to the audit of our consolidated financial statements for the year ended
December 31, 2007, included in the Form 10-KSB for the year ended December 31,
2007.  The Exhibit Table included in Item 13 of Part IV has been updated to
include the consent as an exhibit.



Also, the certifications required pursuant
to Rule 13a-14(a) are included as exhibits with this amended report.



This Amendment No. 1 continues to speak as
of the date of the original Form 10-KSB for the year ended December 31, 2007,
and the Company has not updated or amended the disclosures contained herein to
reflect events that have occurred since the filing of the original Form 10-KSB,
or modified or updated those disclosures in any way other than as described in
the preceding paragraphs.  Accordingly, this Amendment No. 1 should be read
in conjunction with the Companys filings made with the SEC subsequent to the
filing of the original Form 10-KSB on March 26, 2008.





PART IV



ITEM 13.

EXHIBITS



|Exhibit Number | Description of
Document                                                                                                                                                               
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(2)         | Articles of Incorporation for Silver Crest Mines,
Inc. 9/11/1968                                                                                                                      
|3.2(2)         | Articles of Merger of Domestic Corporations into
Silver Crest Mines, Inc. 12/20/1982                                                                                                  
|3.3(2)         | Articles of Incorporation of Silver Crest
Resources, Inc. 1/28/2003                                                                                                                   
|3.4(2)         | Articles of Merger between Silver Crest Mines, Inc.
into Silver Crest Resources, Inc. as filed in Nevada on
6/11/2003                                                                 
|3.5(2)         | Articles of Merger between Silver Crest Mines, Inc.
into Silver Crest Resources, Inc. as filed in Idaho on 6/11/2003                                                                  
|3.6(2)         | Articles of Exchange of Niagara Mining and
Development Company, Inc., and Silver Crest Resources, Inc. as filed in
Nevada on 8/4/2006                                                 
|3.7(2)         | Articles of Exchange of Niagara Mining and
Development Company, Inc., and Silver Crest Resources, Inc. as filed in
Idaho on 8/4/2006                                                  
|3.8(2)         | Certificate of Amendment to Articles of
Incorporation for a Nevada Corporation 8/14/2006                                                                                              
|3.9(2)         | Articles of Incorporation for Kisa Gold Mining,
Inc. 7/28/2006                                                                                                                        
|3.10(2)        | Articles of Incorporation for Niagara Mining and
Development Company, Inc. 1/11/2005                                                                                                  
|3.11(5)        | Amended Bylaws adopted September 12, 2007                                                                                                                                             
|10(2)          | Employment Contract of Chris Dail executed
8/21/2006                                                                                                                                  
|10a(3)         | Employment Contract of Thomas H. Parker                                                                                                                                               
|10.3(5)        | Option and Royalty Sales Agreement
between Gold Crest Mines, Inc. and the heirs of the Estate of J.J.
Oberbillig.                                                                     
|10.4(5)        | Option and Real Property Sales
Agreement between Gold Crest Mines, Inc. and JJO, LLC, an Idaho limited
liability company and personal representative of the Estate of J.J.
Oberbillig.
|14(4)          | Code of Conduct and Ethics of Gold
Crest Mines, Inc. adopted March 3, 2008                                                                                                            
|21(2)          | Subsidiaries of the Issuer                                                                                                                                                            
|23.1(1)        | Consent of DeCoria, Maichel &
Teague P.S., independent registered public accounting firm                                                                                              
|99(3)          | Gold Crest Mines, Inc., 2007 Stock
Plan                                                                                                                                               
|31.1(1)        | Certification of CEO pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act                                                                                              
|31.2(1)        | Certification of CFO pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange
Act                                                                                              

(1)

Filed herewith.

(2)

Incorporated by reference to the Report on Form 10-SB12G filed by
Gold Crest Mines, Inc. on January 8, 2007.

(3)

Incorporated by reference to the Report on Form 10-SB12G/A filed
by Gold Crest Mines, Inc. on August 6, 2007.

(4)

Incorporated by reference to the Report on Form 8-K filed by Gold
Crest Mines, Inc. on March 3, 2008.

(5)

Incorporated by reference to the Report on Form 10-KSB filed by
Gold Crest Mines, Inc. on March 26, 2008.







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SIGNATURES



In accordance with
the requirements of the Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized in Spokane, Washington on June 3,
2008.

GOLD CREST MINES, INC.



By:

/s/ Thomas H. Parker

Thomas H. Parker

President and CEO

(Principal Executive Officer)







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