UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-KSB

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|ý                                                              | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
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|For the fiscal year ended: April 30, 2008                     
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| ̈                                                              | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|For the transition period from: _____________ to _____________

Commission file number  000-302301

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GENERAL METALS CORPORATION

(Name of small business issuer in its charter)

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





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

Issuer's telephone number  775-583-4636

Securities registered pursuant to Section 12(b) of the Act:

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|Title of each class
Nil |  | Name of each exchange on which registered
Nil

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

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|Common Stock, par value $0.001
|(Title of class)              

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

Note:  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange act from their obligations under those Sections.

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

Yes ý     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.  ̈







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

Yes  ̈   No ý

State issuers revenues for its most recent fiscal year.  $0.00

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.

91,912,218 common shares @ $0.1075(1) = $9,988,063

(1) Average of bid and ask closing prices on July 30, 2008.

State the number of shares outstanding of each of the issuers classes of equity stock, as of the latest practicable date.

102,256,698 common shares issued and outstanding as of July 30, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (Check one):  Yes  ̈  No ý.



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PART I

Item 1.

Description of Business.

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and "General Metals" mean General Metals Corporation, unless otherwise indicated.

Business Development During Last Three Years

We are a junior mineral resource company engaged in the acquisition, exploration, development and mining of gold, silver and other precious and base metal properties.

.Our business office is located at 615 Sierra Rose Drive, Suite 1, Reno, NV 89511. This is our mailing address as well. Our telephone number is 775-583-4636.

There is no assurance that a commercially viable mineral deposit exists on the property and further exploration will be required before a final evaluation as to the economic feasibility is determined.

We have no plans to change its business activities or to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans.

Corporate History

We were organized in the State of New Jersey on March 4, 1995 under the name Interactive Multimedia Network, Inc. We were reincorporated in the State of Delaware on September 13, 1995. We changed our name to RECOV Energy Corp. effective March 29, 2005. On or about January 12, 2006 we changed our name to General Metals Corporation.

On January 20, 2006, we entered into a Share Purchase Agreement with General Gold Corporation, a Nevada company incorporated on July 17, 1988, and the former shareholders of General Gold set out in the Agreement. The closing of the transactions contemplated in the Agreement and the acquisition by our company of all of the issued and outstanding and convertible securities of General Gold occurred on March 15, 2006. For financial statement purposes, General Gold, the acquired entity, is regarded as the predecessor entity as of March 15, 2006.

Our Current Business

We are a junior mineral resource company engaged in the acquisition, exploration, development and mining of gold, silver and other precious and base metal properties.



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On November 14, 2004, as amended December 31, 2004, we entered into a letter of intent with Independence Mines, LLC and Gold Range, LLC with respect to the purchase of substantially all of the assets Gold Range, LLC uses to conduct the business of Independence Mines, LLC. We did not proceed with the acquisition in this form, instead electing to directly acquire the lease on the subject property.

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

The purchase price payable by us to Gold Range, LLC in consideration for the assignment of the lease was 5,000,000 of our restricted common shares and a 1% net smelter return royalty payable to Gold Range, LLC in addition to other underlying net smelter return requirements.

On March 15, 2007, we purchased 100% interest in Mikite Gold Resources ("Mikite"), a Ghanaian corporation with exclusive exploration rights to the 150 square kilometre Nyinahin mining concession near Bibiani, Ghana. Consideration paid was 1,000,000 restricted common shares with 1,000,000 share purchase warrants attached, priced @ $0.26 for a period of 2 years in satisfaction of full and complete payment.

On August 17, 2007, we entered into the First Amendment to the Mining Lease with Independence Gold-Silver Mines, Inc. and added 4 additional mining claims and 2 additional easements which claims and easements are/were included in the property description below. These claims cover the area where the existing cyanide decantation mill and operating facilities are currently sited and the area where the Pioneer haul road to and from the Sunshine pit crosses the Independence claims; specifically, Independence #1, #2, DC#83 and An Old Glory. Our annual lease payments increase by $5,000.00.

On February 29, 2008 we entered into a mining purchase agreement with 635239 B.C. Ltd., wherein we agreed to purchase a 100% interest in certain mineral claims in the Bannockburn Gold Property as well as rights to the Lloyd Patent located in the Madoc Township, Hastings County, Ontario, Canada. On or before March 15, 2008 we notified 635239 B. C. Ltd. of a potential defect in the title to the property and cancelled the agreement after paying the initial non-refundable payment of CDN$15,000.

Nyinahin Mining Concession

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|[generalmetals10ksb001.jpg] | Effective March 15, 2007, General Metals completed the acquisition of 100% interest in Mikite Gold Resources ("Mikite"), a Ghanaian corporation with exclusive exploration rights to the Nyinahin Mining Concession near Bibiani, Ghana. The Mineral rights are for gold, diamonds and base metals.
The 150 square kilometer Nyinahin mining concession is located between two geological gold belts, the Bibiani Belt to the west and the Asankrangwa to the east. The property shares borders with several major mining companies, including Newmont Mining, Napoli Gold and Dunkwa Continental Goldfields. The district is home to the famous Ashanti Goldfields-Obuasi Mines and is one of the most active exploratory areas in the world.

A preliminary survey by Geodita Resources LTD, Ghana, indicates that the Nyinahin Concession has significant potential for lode gold mineralization and for recovery of alluvial gold. There are 3 major anomalous zones: Owusbukurom anomaly in the center Ntoboroso anomaly in the southeast and the Krakyekurom anomaly in the southwest. There are 4 known mineralized trends: Baaneekurom-Nyinahin, Ntoboroso, Owusukurom-Adupiri and Krakyekurom-Adupiri. The reconnaissance has also shown several abandoned surface mines that are yet to be investigated due to time and budget constraints of the current owners.



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Location and Access

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

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

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

The Independence Mines Property

We currently control a 100% undivided leasehold interest in the Wilson-Independence Gold  Silver Mine, situated in the Battle Mountain Mining District, Lander County, Nevada. The property consists of 14 whole and fractional mining claims encompassing 240 acres. Due diligence completed by our company shows that all claims are valid and in good standing through and for the assessment year ending August 31, 2008.

The Wilson-Independence project is wholly owned by General Metals through a mining lease/option agreement with Independence Gold Silver Mines of Seattle, Washington. Under the terms of the agreement General Metals must expend a minimum of $625,000 towards exploration development and commercial production of ores, minerals or materials prior to September 30, 2010. Through April 30, 2008, we expended approximately $760,000 on exploration which fulfills these expenditure requirements. From May 1, 2008 through July 9, 2008 we expended an additional $332,000 in exploration on the property.In accordance with SEC Industry Guide 7 and Generally Accepted Accounting Principles, until a proven and probable reserve is identified, 100% of all expenditures on the property are expensed in the income statements of the company.

The term of the lease is for a period of 20 years commencing October 1, 2005. There is a production royalty payable for the sale of all gold, silver or platinum based upon the average daily price of gold on the London Metal Exchange of 3% when the price of gold per ounce is less than $375, 4% when the price of gold per ounce is between $375 and $475 and 5% when the price of gold is over $475. There is also a production royalty of 3% payable on the sale of all substances other than gold, silver and platinum.

We have the option to purchase the property for $3.0 million within 10 years of the date the lease commenced provided all obligations have been met.

Location and Access

All infrastructure necessary for the exploration, development and operation of a mine is readily available. The property is accessed via federal, state and county maintained all weather paved and gravel roads from the nearby town of Battle Mountain. A well-trained work force is available in the town of Battle Mountain, situated 30 miles north of the property along Interstate highway 80. Adequate ground water is available for diversion for future mining operations which enjoy special treatment as temporary or interim uses under Nevada water laws. Electrical power has recently been extended to within one mile of the project to service the Phoenix project, and the transcontinental natural gas line passes within 1.5 miles of the property.

The property has been the site of intermittent historic exploration and mining activities since the late 1920s. Past mining operations extracted 65,000 tons of high grade gold and silver ores from the property. The bulk of this activity occurred during two periods, the first from high grade ores shipped for direct smelting during the late 1940s and early 1950s, and a second from 1975 to 1983 when a significant amount of underground development took place, and a mill erected on the property. Production grades have historically been high, with individual samples from stopes reported to contain up to 19,000 ounces of silver, and 64 ounces of gold. During its peak period of production in 1976 the mine shipped up to 1 ton of gold and silver bullion per month.



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

Core and reverse circulation drilling to date indicate two targets. These two targets are referred to as the Independence Deep (A Target), and the Independence Surface (B Target). Historic mining operations have generated in excess of 70,000 tons of waste dumps, mill tailings, and other waste rock products on the property. Samples of this material contain gold and silver values which suggest potential to recover gold and silver values.

The Wilson-Independence Property covers a mineralized zone on strike with the World Class, Fortitude / Phoenix Gold Skarn Deposit. The property has potential to develop a high grade underground resource in the Antler Sequence, together with a shallow, near surface resource in the overlying Pumpernickel Formation. Situated at the intersection of the Battle Mountain-Eureka Gold Trend and the Northern Nevada Rift (Twin Creeks-McCoy lineament), the Independence Project, like Fortitude and Cove/McCoy, is one of a number of Gold Skarns which occur along the Battle Mountain  Eureka and Northern Nevada Rift Zone mineral lineaments.

Mineralized outcrops are common on the property. Many on the southern part of the property have been prospected by shallow prospect shafts, pits and trenches. In addition, over 100 Reverse Circulation and Core holes, and extensive shallow underground mine workings in the Independence Mine indicate wide spread, shallow, near surface mineralization which we feel represents a valid exploration target for potential future surface, bulk mining operations

Historic drilling and underground mine workings indicate wide spread mineralization, both in shallow, near surface, and deep targets. There are presently no identified reserves or resources on the property. We intend to conduct phased exploration programs to evaluate the mineral potential of this property, with the objective of identifying and developing mineral resources and reserves reportable under SEC Industry Guide 7.

Independence Deep Target

A large body of mineralized material is clearly indicated by previous drilling in the Deep Target. It is likely that proper logging and subsequent geologic modeling has potential to result in the identification of an economic resource. All core, approximately 25,000 feet, is stored on site, and re-logging was completed during the summer of 2006

Mineralization identified in the deep target to date is contained in the lower plate of the Golconda Thrust in rocks of the Battle Mountain and Edna Formations of the Antler Sequence.

Independence Surface Tailings and Dumps Evaluation

The Surface Tailings and Dumpsconsists of both historic mill tailings and oxidized mineralization in the near surface. The tailings consist of roughly 70,000 tons with an additional 60,000 tons of oversize already mined stockpiled material..

We have completed a small characterization drilling program on the tailings. A total of 36 reverse circulation holes were drilled on a nominal 50 spacing, indicating approximately 61,000 tons of material with an average grade of 0.026 opt gold and 0.52 opt silver remain in the tailings. Based on 30 samples collected from the old mill stockpile, potential exists for an estimated 31,600 tons of material grading 0.046 opt Au and 3.39 opt Ag remaining on the property. We spent approximately $150,000 on this program.

Independence Shallow Target

Promising shallow and near surface mineralization has been identified. The Shallow Target contains an oxide target hosted entirely in the Pumpernickel Formation. To date over 130 drill holes and roughly eight (8) miles of underground workings have penetrated portions of this target, all of which have encountered highly anomalous to high grade mineralization. The principle limiting factor for surface/ shallow resources has been the lack of drilling information. In addition, review of the work done by those which held interests in the property previously has identified a total of 8 shallow near surface mineralized targets on the property with 4 of those being north of the Canyon Fault and 3 others where no mining has been performed and minimal geologic sampling and drilling work completed. To date, we spent over $1.0 million drilling sampling and evaluating these targets. A report on the detailed review of these targets and the results of the exploration and development program follows in Item 6 Management's Discussion and Analysis or Plan of Operation.



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Mill & Building On Site

A relatively intact 50 to 75 ton per day Counter Current  Decantation cyanide mill is situated on the property. The present condition of the jaw crusher, cone crusher and ball mill are being evaluated and could possibly be returned to serviceable condition. A complete set of new rubber liners for the ball mill are on site. The mill is housed in a metal clad building erected in 1987.

Surrounding Land and Mineral Ownership

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

RISK FACTORS

Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Risks Related To Our Business:

We do not expect positive cash flow from operations in the near term. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business.

We do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:

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drilling, exploration and completion costs for our Independence mine project increase beyond our expectations; or

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we encounter greater costs associated with general and administrative expenses or offering costs.

The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans.

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

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

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

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

We have no history of revenues from operations and have no significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and must be considered in the development stage. The success of our company is significantly dependent on a successful acquisition, drilling, completion and production program. Our companys operations will



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be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

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

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

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

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

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

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration programs do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

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

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

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

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that



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we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

Risks Associated With Our Common Stock:

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commissions penny stock regulations and the Financial Industry Regulatory Authoritys sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.



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Going Concern

We have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended April 30, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in Item 1  Description of Business  Risk Factors of this quarterly report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Item 2.

Description of Property.

Our executive and head office is located at 615 Sierra Rose Drive, Suite 1, Reno, NV 89511. We rent this space from The Ribero Companies at a cost of $2,688 per month. We believe our current premises are adequate for our current administrative operations and we do not anticipate that we will require any additional premises in the foreseeable future, until such time as we establish field operations at the Independence mine.

For a description of our mineral properties please see the section entitled Description of Business.

Item 3.

Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 4.

Submissions of Matters to a Vote of Security Holders.

None.



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PART II

Item 5.

Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

Shares of our common stock are traded on the OTC Bulletin Board under the symbol GNMT. The high and low bid prices of our common stock for the periods indicated below are as follows:

|                 |             |           
|---------------- | ----------- | ----------
|Quarter Ended    | High Bid($) | Low Bid($)
|April 30, 2006   | 1.08        | 0.22      
|July 31, 2006    | 0.89        | 0.41      
|October 31, 2006 | 0.47        | 0.12      
|January 31, 2007 | 0.21        | 0.06      
|April 30, 2007   | 0.29        | 0.082     
|July 31, 2007    | 0.51        | 0.20      
|October 31, 2007 | 0.23        | 0.12      
|January 31, 2008 | 0.22        | 0.14      
|April 30, 2008   | 0.23        | 0.09      

Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission. Such quotes are not necessarily representative of actual transactions or of the value of our securities, and are in all likelihood not based upon any recognized criteria of securities valuation as used in the investment banking community.

Our shares of common stock are issued in registered form. The registrar and transfer agent for our shares of common stock is Nevada Agency & Trust Company, 50 West Liberty Street, Suite 880, Reno, NV 89501 (Telephone: 1-775-322 0626; Facsimile: 1-775-322 5623). On July 30, 2008, the shareholders' list of our common shares showed 302 registered shareholders and 102,256,698 shares outstanding.

Dividend Policy

No cash dividends have been paid by our company on our common stock. We anticipate that our companys future earnings will be retained to finance the continuing development of our business. The payment of any future dividends will be at the discretion of our companys board of directors and will depend upon, among other things, future earnings, any contractual restrictions, the success of business activity, regulatory and corporate law requirements and the general financial condition of our company.

Equity Compensation Plan Information

The Company recently instituted the 2008 Stock Plan to retain the services of valued key employees, directors and consultants of our company and to encourage such persons to acquire a greater proprietary interest in our company, thereby strengthening their incentive to achieve the objectives of our shareholders and to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to our consultants. There are 12,500,000 shares authorized to be issued under the plan. As of July 30, 2008 no shares or share options had been issued under the plan.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fiscal year ended April 30, 2008.



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Recent Sales of Unregistered Securities

The table below summarized the issuance of shares during the year ended April 30, 2007

|                                                               |  |             | 
|-------------------------------------------------------------- |  | ----------- | 
|Description                                                    |  | # of shares | 
|                                                               |  |             | 
|Common Stock Issued in Exercise of Warrants at $0.25           |  | 110,000     | 
|Common Stock Issued for Cash at $0.125 In Private Placement    |  | 3,135,440   | 
|Common Stock Issued for Service at $0.125 per share            |  | 158,400     | 
|Common Stock Issued for Purchase of fixed asset at $0.075      |  | 220,000     | 
|Common Stock Issued for Cash at $0.075                         |  | 164,495     | 
|Common Stock Issued for Services at $0.075 per share           |  | 330,000     | 
|Common Stock Issued to Convert Debt $0.075 per share           |  | 513,333     | 
|Common Stock Issued for Cash at $0.075 In Private Placement    |  | 3,770,063   | 
|Common Stock Issued for Cash at $0.075 For Exploration Rights  |  | 1,100,000   | 
|Common Stock Issued for Cash at $0.075  For Employee Incentive |  | 275,000     | 
|Total                                                          |  | 9,776,731   | 

We issued the securities to accredited investor pursuant to exemptions from registration as set out in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

The table below summarized the issuance of shares during the year ended April 30, 2008

|                                                                     |  |            | 
|-------------------------------------------------------------------- |  | ---------- | 
|Common Stock Issued for Cash at $0.125 In Private Placement          |  | 52,470     | 
|Common Stock Issued for Cash at $0.20 In Private Placement           |  | 2,503,000  | 
|Common Stock Issued in Exercise of Share Purchase Warrants at $0.07  |  | 733,334    | 
|Common Stock Issued for Cash at $0.15 In Private Placement           |  | 800,000    | 
|Common Stock Issued in Exercise of Share Purchase Warrants at $0.068 |  | 146,667    | 
|Common Stock Issued in Exercise of Share Purchase Warrants at $0.10  |  | 110,000    | 
|Common Stock Issued in Exercise of Share Purchase warrants at $0.114 |  | 176,000    | 
|Common Stock Issued for purchase of asset at $0.15                   |  | 100,000    | 
|Common Stock Issued for services to the advisory board at $0.15      |  | 2,000,000  | 
|Common Stock Issued for Cash at $0.15 In Private Placement           |  | 100,000    | 
|Common Stock Issued in Exercise of Share Purchase warrants at $0.075 |  | 86,667     | 
|Common Stock Issued in Exercise of Share Purchase warrants at $0.114 |  | 2,200      | 
|Common Stock Issued for Cash at $0.20 In Private Placement           |  | 590,000    | 
|Common Shares issued for Cash at $0.15 In Private Placement          |  | 44,299     | 
|Common Stock Issued in Exercise of Share Purchase warrants at $0.068 |  | 146,300    | 
|Common Stock Issued for services at $0.125                           |  | 100,000    | 
|Common Stock Issued for Cash at $0.20 In Private Placement           |  | 100,000    | 
|Common Stock Issued for Cash at $0.05 In Private Placement           |  | 400,000    | 
|Common Stock Issued in Exercise of Share Purchase warrants at $0.05  |  | 275,000    | 
|Common Stock Issued in Exercise of Share Purchase warrants at $0.085 |  | 29,412     | 
|Total                                                                |  | 13,065,441 | 

We issued the securities to accredited investor pursuant to exemptions from registration as set out in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.



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Item 6.

Management's Discussion and Analysis or Plan of Operation.

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 5 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

PLAN OF OPERATIONS AND CASH REQUIREMENTS

Nyinahin Mining Concession

Lying in the Ashanti Region of Ghana, the Nyinahin property represents an opportunity to identify gold mineralization that may be structurally controlled which has potential open pit, heap leach production as well as placer production of alluvial gold. The mineralized trends appear to run parallel to NNE to NE structures Therefore, we have developed a program of soil geochemistry analysis and detailed geological mapping including petrographical analysis over the concession. This proposed exploration program totals $286,000 over two years with $100,000 budgeted for gridding, geologic mapping, geophysical survey, trenching and pitting,, crop compensation,consultants and contractors, skilled and unskilled labor, logitistics and equipment, assaying, and overhead during the next 12 months

The Independence Mines Property

Situated in the Battle Mountain  Cortez gold belt, the Wilson-Independence gold project represents an opportunity for a gold-sliver operation with potential for near surface open pit and deeper high grade underground production. Gold is indicated in three discrete drilled zones with sufficient values and spacing to warrant additional development drilling. Based on drill intercepts and drill hole spacing, we believe there is potential to develop a near surface mineralized deposit with between 3Mt and 5 Mt of material with a grade of 0.03 to 0.05 opt and a deeper deposit containing 5 to 6 Mt of material with grades between 0.27 and 0.35 opt.

We believe that with the completed compilation of the historic data and the additional field work recently completed, a mineralization model has been developed which will enhance target vectors and has confirmated the existence gold mineralization. We plan to continue a series of staged drill campaigns designed to:

1)

Rapidly evaluate and delineate the shallow deposits with the intent to bring them to a proven and probable reserve/resource, reportable under Industry Guide 7 and to aid in the permiting and development of an early production model.

2)

Identify structures interpreted as mineralized fluid conduits from the lower mineralized zone.

3)

Evaluate and delineate the deep high grade gold potential.

We began concurrent environmental baseline studies and permitting which will continue during the upcoming year with the goal to begin production as soon as permits will allow.

Fiscal Year 2009 Expanded Drilling Program -- Metallurgical Program

During fiscal year 2009 we plan to conduct an aggressive and expanded multi-pronged drilling program to evaluate additional target areas at the Independence property. Our consultants are constantly interpreting data from the current drill program on the Independence Shallow Target, and expanding drill program identifying additional mineralized material which we expect to eventually include in a proven and probable reserve reportable under Industry Guide 7.



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Independence Shallow Target Area: 3- 5 million tons @ .05 opt gold ( 250,000 oz)

The surface and near surface mineralization contains drill intercepts to 40' @ 0.148 opt gold and several holes have been ended in mineralized material containing in excess of 0.10 opt gold. The surface target contains an oxide target potential in the range of 250,000-300,000 ounces of gold (See Carrington Report). We plan to continue drilling the Independence Mine area from above to establish the feasibility of an open pit mining approach for the remaining mineralized material. There are over 8 miles of underground workings currently developed.

This target area lies completely south of the Canyon Fault, and was the focus of the Company's recent drilling campaign, which extended the known mineralization from 1,500' to 2,000' along strike. In the upcoming fiscal year, we plan to expand upon our recennt discovery north of the Canyon Fault by drilling in this area to expand and better define mineralization to a Canadian National Instrument 43-101 compliant resource level. In addition, extensive metallurgical work will be undertaken to determine the best recovery methods for gold and silver.

Five Additional Exploration Targets At Independence: (See attached map)

East Fault Zone (EFZ) Target Area

This target area will evaluate projected near surface extensions of deep seated faults projected from the Independence Deep Gold Skarn Target. Developing mineralization in this highly prospective area would increase the near surface potential of the property, and enhance the economic parameters of developing a deep seated high grade gold skarn system.

Independence Extension Target Area

This target area will test projected extensions of the Independence Shallow Target north of the Canyon Fault. Successful drilling in this target area will materially expand the near surface potential of the Property. Recently compiled surface geochemistry suggests this zone has potential to extend mineralization similar to the Independence Shallow zone for up to an additional 1,200 feet to the north of the Canyon fault. Several historical drill holes have intersected mineralized material similar to that of the Independence Shallow Target Zone.



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[generalmetals10ksb002.jpg]

West Side Target Area

This target area is located to the north of the Independence Shallow Target and West of the Independence Extension Target Area. Favourable structural trends project into this target area from the Fortitude and Phoenix deposits. Holes in this area are specifically designed to test high grade mineralization indicated by historic soil geochemistry and drilling. Soil geochemistry has returned values up to 1,750 ppb (0.051 opt Au), while wide spaced historic drilling by Teck-Cominco intersected values in excess of 0.25 opt Au.

East Side Target Area

This target area lies along the eastern portion of the Wilson Independence Property, adjacent to the Giant Phoenix Project Plan of Operation boundary. Widely spaced soil geochemical samples in this area return uniformly high results ranging from 200 to more than 900 ppb gold (the Independence Shallow Target area is defined by a soil geochemical anomaly that ranges from 100 to 190 ppb Au). Historic surface rock chip samples are reported to contain up to 0.2 opt Au (7 ppm).



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Surface/Shallow North Target: 3 million tons @ .02 opt gold (60,000 oz)

This target area represents a large low grade target and is actually an extension of the Sunshine deposit, situated on the northern boundary of the Independence Property, which was mined by Battle Mountain Gold in 1995 - 1996. This target, like the Sunshine deposit is hosted in the Independence Stock, an apophisys of the Virgin Stock which is closely associated with the Fortitude - Phoenix deposits. This target area is indicated by multiple widely space drill holes and a consistent +100 ppb soil anomaly.

Independence Deep Target: 1.4 - 2 million ounces of gold @ 3,000 feet deep

This target has immediate potential to develop 1.4 to 2 million ounces of contained gold, according to the 1997 Carrington Report, Northern Dynasty Minerals reported an estimated resource of 818,000 ounces of contained gold, with an average grade of 0.27 opt gold and Noranda Exploration, in an interoffice memo estimated 2 million ounces. Approximately 25,000 feet of drill core is on site and has been recently relogged.

Historic Exploration

Within this specific target area of the property, Union Pacific Rail Road, Battle Mountain Gold, United Mining and Landsdowne Minerals conducted exploratory drilling. Battle Mountain and Landsdowne conducted limited Reverse Circulation drilling, while United Mining conducted air track drilling. Union Pacific Rail Road drilled one diamond core hole beneath this target area with very poor recovery and only limited assay data.

Union Pacific, Silver King Mines and Landsdowne Minerals conducted underground exploration programs of consequence. These consisted primarily of channel sampling, and limited long-hole drilling by Union Pacific and Silver King Mines. This underground exploration work is separate and apart from development and production activities conducted by Apco Oil Minerals, Silver King Mines Inc., and United Mining Corp. during the period 1974 through 1987.

As shown on the accompanying map, Landsdowne Minerals reported results of underground channel sampling in 1994 which indicated mineralized zones exposed in the Independence mine ranging from 55 feet to more than 140 feet at grades from .031 opt Au to to 0.127 opt Au. The most significant of the Landsdowne results reported was 143 feet of contigious channel samples with an average grade of 0.127 opt Au and 2.54 opt Ag.

Corporate Development Strategy

We are presently conducting a staged, multi-phase, exploration drilling program to drill test the Independence Shallow and Independence Extension Targets and delineate the extent of mineralization in these target areas of the property. The objective to sequentially test, define and delimit the near surface, oxide mineralization in these targets which may be amenable to open pit mining and heap leaching, and rapidly evaluate the potential of these target areas for near term production. Stage 1of Phase 1 of this program consisted of 32 Reverse Circulation drill holes ranging from 100 to 400 feet in depth and was completed in December 2007.









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[generalmetals10ksb004.gif]



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Drilling Results by Section

Note: All notations of t and ton refer to a US short ton weighing 2000 pounds. All gold equivalent is calculated at a gold price of US$800 and a silver price of US$15 per ounce, and does not consider variations which may exist in metallurgical recovery.

SECTION 1400N

Five drill holes have tested the favorable blocky C-1 chert horizon from surface outcrops to a depth of 400 feet. One major mineralized structure was found in GM-35. GM-35 was a vertical drill hole so the exact width of this zone is not known. Significant gold and silver mineralization was found from 200 to 275 feet assaying .020 opt Au and 1.89 opt Ag (.055 opt Au eq.) Two thin mineralized intercepts were found along the contact of the C-1 chert and overlying Slts siltstone in GM-34 and GM-37. GM-8 and GM-36 did not find any significant mineralization.  Additional drilling would be necessary across the zone in GM-35 to delineate any potential resource. The gold-silver zones are completely oxidized.

|      |  |           |  |           |  |         |  |         |  |         |  |         |  |            
|----- |  | --------- |  | --------- |  | ------- |  | ------- |  | ------- |  | ------- |  | -----------
|#     |  | INTERCEPT |  | THICKNESS |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq.(opt)
|GM-8  |  | 305-335 |  | 30       |  | .005    |  | .140    |  | .32     |  | 9.8     |  | .011       
|GM-34 |  | 90-105  |  | 15       |  | .008    |  | .274    |  | .47     |  | 16.3    |  | .017       
|GM-35 |  | 200-275 |  | 75       |  | .020    |  | .685    |  | 1.89    |  | 64.7    |  | .055       
|GM-36 |  | 90-95   |  | 5        |  | .007    |  | 200     |  | .83     |  | 24.1    |  | 023        
|GN-37 |  | 20-40   |  | 20       |  | .008    |  | .274    |  | .98     |  | 33.5    |  | .026       

SECTION 1500N

Two drill holes completed in 2007 intercepted gold-silver mineralization along the favorable basal blocky C-1 chert horizon. Significant silver mineralization was encountered in GM-5 with 55 feet assaying .021 opt Au and 1.25 opt Ag, or .044 opt Au eq. The two intercepts averaged .014 opt Au and .79 opt Ag, or .029 opt Au eq. over 55 feet thick. The mineralized cherts are completely oxidized and open at depth and up section. Based on adjoining sections this gold-silver zone is likely more than 300 feet in length.

|     |  |           |  |           |  |         |  |         |  |         |  |         |  |            
|---- |  | --------- |  | --------- |  | ------- |  | ------- |  | ------- |  | ------- |  | -----------
|#    |  | INTERCEPT |  | THICKNESS |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq.(opt)
|GM-5 |  | 150-205 |  | 55       |  | .021    |  | .719    |  | 1.25    |  | 42.8    |  | .044       
|GM-6 |  | 190-245 |  | 55       |  | .006    |  | .205    |  | .32     |  | 10.9    |  | .012       

SECTION 1600N

Section 1600N has the most significant zones of gold-silver mineralization in the southern mine area. Five drill holes have found the favorable blocky C-1 chert to be completely mineralized along with higher grade zones at the Slts siltstone/upper blocky C-1 contact. It is believed a cross cutting mineralized NE or NW fault is responsible for the width of mineralization encountered. The gold-silver zone is at least 400 feet long, averaging 105 feet thick grading .019 opt Au, .82 opt Ag, or .034 opt eq. Au  The zone is completely oxidized and open at depth.

|      |  |           |  |           |  |         |  |         |  |         |  |         |  |            
|----- |  | --------- |  | --------- |  | ------- |  | ------- |  | ------- |  | ------- |  | -----------
|#     |  | INTERCEPT |  | THICKNESS |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq.(opt)
|GM-1  |  | 50-95   |  | 45       |  | .046    |  | 1.580   |  | 1.15    |  | 39.5    |  | .068       
|GM-3  |  | 110-155 |  | 45       |  | .005    |  | .171    |  | .30     |  | 10.1    |  | .011       
|GM-3  |  | 155-210 |  | 55       |  | .015    |  | .514    |  | 1.03    |  | 35.3    |  | .034       
|GM-3  |  | 110-210 |  | 100      |  | .011    |  | .360    |  | .70     |  | 24.0    |  | .024       
|GM-31 |  | 190-230 |  | 40       |  | .008    |  | .274    |  | .22     |  | 7.5     |  | .012       
|GM-31 |  | 230-360 |  | 130      |  | .036    |  | 1.230   |  | 1.35    |  | 46.3    |  | .061       
|GM-31 |  | 190-360 |  | 170      |  | .029    |  | .993    |  | 1.08    |  | 37.1    |  | .049       
|GM-38 |  | 15-35   |  | 20       |  | .021    |  | .719    |  | 1.45    |  | 49.6    |  | .048       
|GM-39 |  | 200-325 |  | 125      |  | .010    |  | .342    |  | .66     |  | 22.6    |  | .022       
|GM-39 |  | 135-325 |  | 190      |  | .008    |  | .274    |  | .51     |  | 17.5    |  | .018       





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SECTION 1700N

Four drill holes completed in 2007 intercepted the continuous zone of gold-silver mineralization in the lower and basal blocky C-1 chert horizon. Mineralization continues to show very strong silver values in the .75 to 1.70 opt range. The average thickness of the four intercepts was 60 feet grading .011 opt Au, 1.00 opt Ag, or .030 opt Au eq.  Mineralization is completely oxidized. The four holes clearly define a zone at least 270 feet in length with mineralization open at depth and towards the surface outcrops of altered C-1 cherts.

|      |  |           |  |           |  |         |  |         |  |         |  |         |  |            
|----- |  | --------- |  | --------- |  | ------- |  | ------- |  | ------- |  | ------- |  | -----------
|#     |  | INTERCEPT |  | THICKNESS |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq.(opt)
|GM-9  |  | 120-160 |  | 40       |  | .016    |  | .548    |  | 1.71    |  | 58.5    |  | .048       
|GM-10 |  | 150-200 |  | 50       |  | .006    |  | .205    |  | 1.00    |  | 34.2    |  | .039       
|GM-11 |  | 165-245 |  | 80       |  | .006    |  | .205    |  | .85     |  | 29.1    |  | .022       
|GM-12 |  | 215-280 |  | 65       |  | .008    |  | .274    |  | .75     |  | 19.3    |  | .022       

SECTION 1800N

Three drill holes continue to show continuous gold mineralization in the favourable blocky C-1 chert horizon along Section 1800N. Intercepts from drill hole GM-40, 41, 42 averaged 55 feet thick grading .018 opt Au, .50 opt Ag, or .027 opt Au eq. The three holes have defined a gold zone 350 feet in length with thicknesses up to 90 feet in section. The mineralized zone is completely oxidized and open at depth.

|      |                                         |           |  |           |  |         |  |         |  |         |  |         |  |             
|----- | --------------------------------------- | --------- |  | --------- |  | ------- |  | ------- |  | ------- |  | ------- |  | ------------
|#     |                                         | INTERCEPT |  | THICKNESS |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq. (opt)
|GM-40 |                                         | 125-165 |  | 40       |  | .017    |  | .582    |  | .97     |  | 33.2    |  | .035        
|GM-41 |                                         | 225-295 |  | 70       |  | .006    |  | .205    |  | .38     |  | 13.0    |  | .013        
|GM-42 |                                         | 305-395 |  | 90       |  | .008    |  | .274    |  | .36     |  | 12.3    |  | .015        
|GM-45 |                                         | 120-145 |  | 25       |  | .012    |  | .411    |  | .39     |  | 13.4    |  | .019        
|GM-45 | gold intercept is in the lower C-2 unit

SECTION 2000N

All four drill holes along section 2000N intercepted significant gold-silver mineralization within the favourable blocky C-1 chert horizons. The mineralized zone averaged 83 feet thick grading .031 opt Au eq. (.014 opt Au .923 opt Ag). In cross section the gold-silver zone is at least 460 feet in length, completely oxidized and open at depth.

|      |  |           |  |           |  |         |  |         |  |         |  |         |  |             
|----- |  | --------- |  | --------- |  | ------- |  | ------- |  | ------- |  | ------- |  | ------------
|#     |  | INTERCEPT |  | THICKNESS |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq. (opt)
|GM-29 |  | 170-270 |  | 100      |  | .009    |  | .308    |  | .93     |  | 31.8    |  | .026        
|GM-30 |  | 5-45    |  | 40       |  | .019    |  | .651    |  | .78     |  | 26.7    |  | .034        
|GM-43 |  | 320-395 |  | 75       |  | .018    |  | .616    |  | .84     |  | 28.8    |  | .034        
|GM-43 |  | 395-450 |  | 55       |  | .012    |  | .411    |  | .40     |  | 13.7    |  | .020        
|GM-46 |  | 125-150 |  | 25       |  | .035    |  | 1.200   |  | 2.10    |  | 71.9    |  | .074        
|GM-46 |  | 170-260 |  | 90       |  | .008    |  | .274    |  | .76     |  | 26.0    |  | .022        

The deeper intercept in GM-43 (395-450) is in the lower C-2 chert section and was not included in the mineralized zone average calculations.

SECTION 2200N

Strong gold-silver mineralization was discovered in three of the five holes completed in the 2007 program. The average thickness and grade of the three drill intercepts in GM-19, 20, and 22 was 102 feet @ .022 opt Au, .64 opt Ag, or .034 opt Au eq. These three holes have delineated a mineralized body approximately 400 feet in length occurring in the favorable blocky C-1 chert horizon. The gold-silver zone was completely oxidized. Two small mine workings were encountered in GM-19 and this hole can be seen in the underground workings.

|      |  |           |  |           |  |         |  |         |  |         |  |         |  |            
|----- |  | --------- |  | --------- |  | ------- |  | ------- |  | ------- |  | ------- |  | -----------
|#     |  | INTERCEPT |  | THICKNESS |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq.(opt)
|GM-19 |  | 200-320 |  | 120      |  | .030    |  | 1.030   |  | .98     |  | 33.6    |  | .048       
|GM-20 |  | 140-220 |  | 80       |  | .005    |  | .171    |  | .44     |  | 15.1    |  | .013       
|GM-20 |  | 235-255 |  | 20       |  | .006    |  | .205    |  | .30     |  | 10.3    |  | .012       
|GM-21 |  | 140-160 |  | 20       |  | .006    |  | .205    |  | .32     |  | 11.0    |  | .012       
|GM-22 |  | 315-430 |  | 115      |  | .026    |  | .890    |  | .49     |  | 16.8    |  | .035       
|GM-23 |  | 505-520 |  | 15       |  | .014    |  | .480    |  | .04     |  | 1.4     |  | .015       





18



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SECTION 2400N

Drilling continued to define significant gold-silver mineralization in the favourable blocky C-1 chert horizon. Three drill holes have been completed. GM-13 intercepted 60 feet grading .024 opt Au, .84 opt Ag at the bottom of the hole. The favourable lower and basal blocky units of the C-1 section have not been tested. The averaged thickness and grade encountered in the three drill holes is 90 feet @ .014 opt Au, .60 opt Ag, or .025 opt Au eq.  These three holes have partially defined a gold-silver zone at least 300 feet in length. The mineralized zone is completely oxidized and remains open at depth, beneath GM-13, and up-dip towards the surface outcrops of altered C-1 cherts. Additional drilling is planned on this section along with re-drilling of GM-13.

|      |  |           |  |           |  |         |  |         |  |         |  |         |  |            
|----- |  | --------- |  | --------- |  | ------- |  | ------- |  | ------- |  | ------- |  | -----------
|#     |  | INTERCEPT |  | THICKNESS |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq.(opt)
|GM-13 |  | 290-350 |  | 60       |  | .024    |  | .822    |  | .84     |  | 28.8    |  | .040       
|GM-14 |  | 170-265 |  | 95       |  | .010    |  | .342    |  | .45     |  | 15.4    |  | .018       
|GM-48 |  | 225-340  |  | 115      |  | .011    |  | .377    |  | .60     |  | 20.6    |  | .022       

SECTION 2550N

Three drill holes continue to encounter very persistent gold-silver mineralization along the favourable blocky C-1 chert. The mineralized zone averaged 100 feet thick grading .012 opt Au, .54 opt Ag, or .022 opt Au eq. Drilling has partially defined a gold-silver zone more than 400 feet in length as the zone is both open at depth and up-dip to surface outcrops of altered C-1 cherts. Mineralization is completely oxidized.

|      |  |           |  |           |  |         |  |         |  |         |  |         |  |            
|----- |  | --------- |  | --------- |  | ------- |  | ------- |  | ------- |  | ------- |  | -----------
|#     |  | INTERCEPT |  | THICKNESS |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq.(opt)
|GM-28 |  | 205-305 |  | 100      |  | .010    |  | .342    |  | .47     |  | 16.1    |  | .019       
|GM-47 |  | 295-425 |  | 130      |  | .015    |  | .514    |  | .66     |  | 22.6    |  | .027       
|GM-49 |  | 130-200 |  | 70       |  | .010    |  | .342    |  | .44     |  | 15.1    |  | .022       

SECTION 2800N

Due to extremely poor ground conditions and mine workings the favourable blocky C-1 chert horizons were not adequately tested. Both drill holes GM-16 and GM-18 were lost in well-mineralized chert. GM-16 bottomed in .056 opt Au, .46 opt Ag and GM-18 bottomed in 40 feet of .010 opt Au, .63 opt Ag. The lower and basal chert members have not been tested. Additional drilling is necessary to be able to use this section for any resource calculations.

|      |  |           |  |                                    |  |         |  |         |  |         |  |         |  |            
|----- |  | --------- |  | ---------------------------------- |  | ------- |  | ------- |  | ------- |  | ------- |  | -----------
|#     |  | INTERCEPT |  | THICKNESS                          |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq.(opt)
|GM-16 |  | 190-220 |  | 30                                |  | .007    |  | .240    |  | .57     |  | 19.5    |  | .018       
|GM-16 |  | 220-250 |  | Mine workings no samples recovered
|GM-16 |  | 250-300 |  | 50                                |  | .019    |  | .650    |  | .27     |  | 9.2     |  | .024       
|GM-17 |  | 215-300 |  | 85                                |  | .007    |  | .240    |  | .27     |  | 9.2     |  | .012       
|GM-18 |  | 360-400 |  | 40                                |  | .010    |  | .342    |  | .63     |  | 21.6    |  | .022       

SECTION 3000N

Gold-silver mineralization is increasing in thickness probably due to the influence of structural preparation by the cross-cutting Canyon fault zone within the favourable blocky C-1 chert horizons. Drill holes completed to date averaged 120 feet thick with a grade of .022 opt Au, .48 opt Ag, or .031 opt Au eq.  Major mine workings were encountered in GM-51 and 40 feet of sampling was lost. The four drill holes have outlined a gold-silver zone at least 600 feet in length that remains open at depth. All of the gold-silver mineralization is oxidized except for the bottom 30 feet in GM-50, where a qtz-cpy-py-galena stockwork was encountered.

|      |  |           |  |                                   |  |         |  |         |  |         |  |         |  |            
|----- |  | --------- |  | --------------------------------- |  | ------- |  | ------- |  | ------- |  | ------- |  | -----------
|#     |  | INTERCEPT |  | THICKNESS                         |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq.(opt)
|GM-26 |  | 225-375 |  | 150                              |  | .021    |  | .719    |  | .50     |  | 17.1    |  | .030       
|GM-27 |  | 75-160  |  | 85                               |  | .009    |  | .308    |  | .73     |  | 25.0    |  | .023       
|GM-50 |  | 365-475 |  | 110                              |  | .042    |  | 1.440   |  | .36     |  | 12.3    |  | .049       
|GM-51 |  | 190-210 |  | 30                               |  | .008    |  | .274    |  | .40     |  | 13.7    |  | .016       
|GM-51 |  | 210-250 |  | Mine workings no sample recovered
|GM-51 |  | 250-325 |  | 75                               |  | .013    |  | .445    |  | .37     |  | 12.7    |  | .020       







19



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SECTION 3200N

Drill holes along this section have returned the largest mineralized intercepts along with the highest gold-silver grades found between sections 1400N-3450N. Gold-silver mineralization continues to occur in the favourable blocky C-1 chert horizon with mineralization extending down into the underlying C-2 chert section. The average thickness and grade of the three holes drilled is 205 feet @ .019 opt Au, .60 opt Ag, or .030 opt Au eq. A potential significant high grade zone was encountered in the hanging-wall of the upper blocky C-1 chert in drill hole GM-52. A 35 foot zone of intensely oxidized silicified chert was found between 70 to 105 feet that assayed .065 opt Au and 29.7 opt Ag (.622 opt Au eq.). One 5-foot interval (90-95) assayed .311 opt Au and 200.5 opt Ag. In section 3000N (GM-51) and 2800N (GM-16) this high grade section is mined out. Mine workings were encountered deeper in all three holes where high grade material has been mined out. The high grade in GM-52 is open at depth and to the north. The three drill holes have partially defined a gold-silver zone at least 410 feet in length that remains open at depth. The intercept in GM-53 is the surface outcrop of the main Wilson-Independence gold-silver zone. All the mineralization is oxidized except for the bottom 55 feet in GM-24, which is pyrite-bearing C-2 chert.

|                                                                       |  |           |  |                                    |  |         |  |         |  |         |  |         |  |            
|---------------------------------------------------------------------- |  | --------- |  | ---------------------------------- |  | ------- |  | ------- |  | ------- |  | ------- |  | -----------
|#                                                                      |  | INTERCEPT |  | THICKNESS                          |  | Au(opt) |  | Au(g/t) |  | Ag(opt) |  | Ag(g/t) |  | Au eq.(opt)
|GM-24                                                                  |  | 25-285  |  | 260                               |  | .020    |  | .685    |  | .22     |  | 7.5     |  | .023       
|GM-52                                                                  |  | 70-105  |  | 35                                |  | .065    |  | 2.220   |  | 29.70   |  | 1017    |  | .622       
|GM-52                                                                  |  | 105-150 |  | 45                                |  | .003    |  | .103    |  | .11     |  | 3.8     |  | .005       
|GM-52                                                                  |  | 150-170 |  | Mine workings no samples recovered
|GM-52                                                                  |  | 170-300 |  | 130                               |  | .017    |  | .582    |  | .34     |  | 10.6    |  | .023       
|GM-52                                                                  |  | 70-300  |  | 230                               |  | .017    |  | .582    |  | 1.04    |  | 35.6    |  | .037       
|Note: The 200.5 opt Ag was cut to 10 opt Ag for averaging calculations
|GM-53                                                                  |  | 0-125   |  | 125                               |  | .019    |  | .651    |  | .58     |  | 19.9    |  | .030       

Evaluation of all available structural, geologic and drill data required to generate an accurate geologic model for mineralization in the target areas is completed  To date , we completed 64 drill holes  Based on these results we are redesigning the drilling program to delineate a much larger target. Also the permitting has begun and we expect to expedite this process as another result of the successful drilling program.

Program and Budget: Development Drilling and Production Permitting Fiscal Year 2008

We have budgeted approximately $2.5 million to carry out our next program for development of a open pit heap leach operation on the Wilson-Independence project. Details are as follows:

| |                                                           |   |           | 
| | --------------------------------------------------------- | - | --------- | 
| | Permitting                                                | $ | 100,000   | 
| | Site Construction                                         |   | 75,000    | 
| | Drilling (RC)                                             |   | 575,000   | 
| | Sample preparation and analysis                           |   | 200,000   | 
| | Supervision                                               |   | 100,000   | 
| | Supplies                                                  |   | 50,000    | 
| | Field expenses                                            |   | 100,000   | 
| | Section and map preparation                               |   | 100,000   | 
| | Geologic interpretation & modeling                        |   | 100,000   | 
| | Report                                                    |   | 100,000   | 
| | Engineering and mine planning                             |   | 200,000   | 
| | Pre-construction baseline studies, preliminary permitting |   | 200,000   | 
| | Reclamation                                               |   | 100,000   | 
| | Working Capital/Contingency                               |   | 500,000   | 
| | Total                                                     | $ | 2,500,000 | 

Cash Requirements

For the next 12 months we plan to continue to explore for precious metals on our Independence Mines property in Nevada pursuant to the budgets indicated above. We also plan to advance operational permitting for a 5-6 million ton cyanide heap leach operation to enable early processing of the shallow and near surface mineralized material which contains both gold and silver. The target estimated recoverable material is 235,000 ounces of gold and 2,500,000 ounces of silver from the shallow targets.



20



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We will require additional funds to implement our exploration and development programs. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our permitting and development program.

Liquidity and Capital Resources

At April 30, 2008, we had working capital of $(100,086) compared to a working capital of $125,932 at April 30, 2007.

At April 30, 2008, our total current assets were $17,900, consisting of cash and cash equivalents of $17,600, compared to total current assets of $204,996 at April 30, 2007.

At April 30, 2008, our total current liabilities were $117,686, compared to total current liabilities of $67,864 at April 30, 2007. Current liabilities consisted of accounts payable at April 30, 2008  At April 30, 2008, we had cash on hand of $17,600 compared to $193,796 at April 30, 2007.

Year ended April 30, 2008 compared to year ended April 30, 2007

As at April 30, 2008, we had $117,686 in current liabilities, and our working capital was $(100,086). General and administrative expenses for the year ended April 30, 2008 were $658,221 compared to $ 378,591 for the year ended April 30, 2007. The increase was due to increased activities of management regarding the expanded exploration and acquisition programs as well as the costs associated with warrant and stock grants. Exploration and development expenses for the year ended April 30, 2008 were $567,127compared to $128,004 for the year ended April 30, 2007. The increase was due to our phase 1 drilling program during the year. In accordance with SEC Industry Guide 7 and Generally Accepted Accounting Principles, until a proven and probable reserve is identified, 100% of all expenditures on the property are expensed in the income statements of the company.

Our financial statements report a net loss of $2,449,828 for the year ended April 30, 2008 compared to a net loss of $714,932 for the year ended April 30, 2007. Our accumulated loss increased to $3,775,949 from inception to April 30, 2008. We realized an overall increase in all expense categories during the year ended April 30, 2008 as we were actively involved in the investigation and acquisition of resource properties, as well as exploration and development of the Independence Project, as compared to the year ended April 30, 2007.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital. In this regard we have raised additional capital through the equity offerings noted above. We need to raise additional funds in the immediate future in order to proceed with our exploration program.

The continuation of our business is dependent upon obtaining further financing, a successful program of acquisition and exploration, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Product Research and Development

Our business plan is focused on a strategy for maximizing the long-term exploration and development of our Independence Mines property in Nevada and in Ghana. To date, execution of our business plan has largely focused on acquiring prospective leases and drilling and assaying on the Independence project



21



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Purchase of Significant Equipment

We do not intend to purchase any significant equipment (excluding exploration activities) over the twelve months ending April 30, 2009. To the extent that equipment is required for our exploration program it will be provided by third party contractors or leased.

Employees

Currently we have four employees that assist our directors, officers and advisory board members. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment or independent contractors as needed. However, if we are successful in our development plans we may retain additional employees or independent contractors.

Recently Issued Accounting Standards

Below is a listing of the most recent Statement of Financial Accounting Standards (SFAS) SFAS 155-160 and their effect on the Company.

Statement No. 155  Accounting for Certain Hybrid Financial Instruments

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, which amends SFAS No. 133, Accounting for Derivatives Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. SFAS No. 155 amends SFAS No. 133 to narrow the scope exception for interest-only and principal-only strips on debt instruments to include only such strips representing rights to receive a specified portion of the contractual interest or principle cash flows. SFAS No. 155 also amends SFAS No. 140 to allow qualifying special-purpose entities to hold a passive derivative financial instrument pertaining to beneficial interests that itself is a derivative instrument.

Statement No. 156  Accounting for Servicing of Financial Assets

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, which provides an approach to simplify efforts to obtain hedge-like (offset) accounting. This Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. The Statement (1) requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations; (2) requires that a separately recognized servicing asset or servicing liability be initially measured at fair value, if practicable; (3) permits an entity to choose either the amortization method or the fair value method for subsequent measurement for each class of separately recognized servicing assets or servicing liabilities; (4) permits at initial adoption a one-time reclassification of available-for-sale securities to trading securities by an entity with recognized servicing rights, provided the securities reclassified offset the entity's exposure to changes in the fair value of the servicing assets or liabilities; and (5) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the balance sheet and additional disclosures for all separately recognized servicing assets and servicing liabilities. SFAS No. 156 is effective for all separately recognized servicing assets and liabilities as of the beginning of an entity's fiscal year that begins after September 15, 2006, with earlier adoption permitted in certain circumstances. The Statement also describes the manner in which it should be initially applied.

Statement No. 157  Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, to clarify how to measure fair value and to expand disclosures about fair value measurements. The expanded disclosures include the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value on earnings and is applicable whenever other standards require (or permit) assets and liabilities to be measured at fair value. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.

Statement No. 158  Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R)



22



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In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R). To improve financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.

The adoption of this new Statement is not expected to have a material effect on the Companys current financial position, results or operations, or cash flows.

Statement No. 159  The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments.

The adoption of this new Statement is not expected to have a material effect on the Companys current financial position, results or operations, or cash flows.

Statement No. 141 (revised 2007)  Business Combinations

In December 2007, the FASB revised SFAS No. 141, Business Combinations. This revision changes the way the minority interest in a company is measured, recorded and reported in the parent companies financial statements to the end that a statement user can better evaluate the nature and financial effects of the business combination.

The adoption of this new Statement is not expected to have a material effect on the Companys current financial position, results or operations, or cash flows.

Statement No. 160  Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51. A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements related to the noncontrolling or minority interest.

The adoption of these new Statements is not expected to have a material effect on the Companys current financial position, results or operations, or cash flows.

Application of Critical Accounting Policies

Our audited financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Item 7.

Financial Statements.

Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.



23



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MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

General Metals Corporation and Subsidiaries

(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of General Metals Corporation and Subsidiaries (An Exploration Stage Company) as of April 30 2008 and April 30 2007, and the related consolidated statements of operations, stockholders equity and cash flows for the years ended April 30 2008 and April 30 2007 and since inception on July 17, 1998 through April 30 2008. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of General Metals Corporation and Subsidiaries (An Exploration Stage Company) as of April 30 2008 and April 30 2007, and the related consolidated statements of operations, stockholders equity and cash flows for the years ended April 30 2008 and April 30 2007 and since inception on July 17, 1998 through April 30 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit of $3,775,949, which raises substantial doubt about its ability to continue as a going concern. Managements plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

July 30, 2008

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501







F-1



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General Metals Corporation and Subsidiaries

(An Exploration Stage Company)

Consolidated Balance Sheets

|                                                                                                                                                           |  |                |            |                |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | -------------- | - | ---------- | -
|                                                                                                                                                           |  | April 30,
2008 |            | April 30,
2007 |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|ASSETS                                                                                                                                                     |  |                |            |                |   |            |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|Current Assets                                                                                                                                             |  |                |            |                |   |            |  
|Cash and Cash Equivalents                                                                                                                                  |  | $              | 17,600     |                | $ | 193,796    |  
|Prepaid Expenses                                                                                                                                           |  |                | 300        |                |   | 11,200     |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|Total Current Assets                                                                                                                                       |  |                | 17,900     |                |   | 204,996    |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|Fixed Assets                                                                                                                                               |  |                |            |                |   |            |  
|Mineral Property                                                                                                                                           |  |                | 58,091     |                |   | 58,091     |  
|Investment in General Copper                                                                                                                               |  |                | 17,500     |                |   |            |  
|Property and Equipment, net                                                                                                                                |  |                | 32,164     |                |   | 25,595     |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|Total Fixed Assets                                                                                                                                         |  |                | 107,755    |                |   | 83,686     |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|Total Assets                                                                                                                                               |  | $              | 125,655    |                | $ | 288,682    |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                       |  |                |            |                |   |            |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|Current Liabilities                                                                                                                                        |  |                |            |                |   |            |  
|Accounts Payable                                                                                                                                           |  | $              | 117,686    |                | $ | 4,680      |  
|Notes Payable - Related Party                                                                                                                              |  |                |            |                |   | 63,184     |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|Total Liabilities                                                                                                                                          |  |                | 117,686    |                |   | 67,864     |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|Stockholders' Equity                                                                                                                                       |  |                |            |                |   |            |  
|Preferred Stock, authorized 50,000,000shares, par value $0.001,
zero issued and outstanding                                                                |  |                |           |                |   |           |  
|Common Stock, authorized 220,000,000 shares, par value
$0.001, issued and outstanding on April 30, 2008 and 2007
is 93,901,168 and 80,657,967 respectively |  |                | 93,902     |                |   | 80,656     |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|Additional Paid-in Capital                                                                                                                                 |  |                | 3,711,194  |                |   | 1,523,261  |  
|Subscriptions (Receivable)/Cash Receipts                                                                                                                   |  |                | (5,500     | )              |   | (41,300    | )
|Accumulated (Deficit) during Exploration Stage                                                                                                             |  |                | (3,791,627 | )              |   | (1,341,799 | )
|                                                                                                                                                           |  |                |            |                |   |            |  
|Total Stockholders' Equity                                                                                                                                 |  |                | 7,969      |                |   | 220,818    |  
|                                                                                                                                                           |  |                |            |                |   |            |  
|Total Liabilities and Stockholders' Equity                                                                                                                 |  | $              | 125,655    |                | $ | 288,682    |  





The accompanying notes are an integral part of these statements



F-2



---

General Metals Corporation and Subsidiaries

(An Exploration Stage Company)

Consolidated Statements of Operations

|                                         |  |                      |            |      |              |            |   |   |               |  
|---------------------------------------- |  | -------------------- | ---------- | ---- | ------------ | ---------- | - | - | ------------- | -
|                                         |  |                      |            |      |              |            |   |   | July 17, 1998 |  
|                                         |  |                      |            |      |              |            |   |   | (Inception)   |  
|                                         |  | Year Ended April 30, |            |      | to April 30, |           
|                                         |  | 2008                 |            | 2007 |              | 2008       |  
|Revenue                                  |  | $                    |           |      | $            |           |   | $ |              |  
|                                         |  |                      |            |      |              |            |   |   |               |  
|Operating Expenses                       |  |                      |            |      |              |            |   |   |               |  
|Depreciation and Amortization            |  |                      | 6,431      |      |              | 2,170      |   |   | 10,884        |  
|General and Administrative               |  |                      | 658,221    |      |              | 378,591    |   |   | 1,370,131     |  
|Management and Consulting                |  |                      | 529,223    |      |              | 178,693    |   |   | 1,066,908     |  
|Exploration and Development              |  |                      | 567,127    |      |              | 128,004    |   |   | 771,424       |  
|Professional Fees                        |  |                      | 117,616    |      |              | 27,474     |   |   | 228,844       |  
|                                         |  |                      |            |      |              |            |   |   |               |  
|Total Expenses                           |  |                      | 1,878,618  |      |              | 714,932    |   |   | 3,448,191     |  
|                                         |  |                      |            |      |              |            |   |   |               |  
|(Loss) from Operations                   |  |                      | (1,878,618 | )    |              | (714,932   | ) |   | (3,448,191    | )
|                                         |  |                      |            |      |              |            |   |   |               |  
|Other Income (Expenses)                  |  |                      |            |      |              |            |   |   |               |  
|Easement Income                          |  |                      | 2,500      |      |              |            |   |   | 2,500         |  
|                                         |  |                      |            |      |              |            |   |   |               |  
|Extraordinary Gain/(Loss)                |  |                      |            |      |              |            |   |   |               |  
|Gain on Sale of Fixed Assets             |  |                      |           |      |              |           |   |   | 243,452       |  
|Loss on Derivatives                      |  |                      | (573,710   | )    |              |           |   |   | (573,710      | )
|                                         |  |                      |            |      |              |            |   |   |               |  
|Net Income/(Loss) before income taxes    |  |                      | (2,449,828 | )    |              | (714,932   | ) |   | (3,775,949    | )
|                                         |  |                      |            |      |              |            |   |   |               |  
|Provision for Income Taxes               |  |                      |           |      |              |           |   |   |              |  
|                                         |  |                      |            |      |              |            |   |   |               |  
|Net (Loss)                               |  | $                    | (2,449,828 | )    | $            | (714,932   | ) | $ | (3,775,949    | )
|                                         |  |                      |            |      |              |            |   |   |               |  
|                                         |  |                      |            |      |              |            |   |   |               |  
|Basic (Loss) per Share                   |  | $                    | (0.03      | )    | $            | (0.01      | ) |   |               |  
|                                         |  |                      |            |      |              |            |   |   |               |  
|Weighted Average Number of Common Shares |  |                      | 87,073,295 |      |              | 65,967,132 |   |   |               |  
|                                         |  |                      |            |      |              |            |   |   |               |  
|Diluted (Loss) per Share                 |  | $                    | (0.03      | )    | $            | (0.01      | ) |   |               |  
|                                         |  |                      |            |      |              |            |   |   |               |  
|                                         |  |                      |            |      |              |            |   |   |               |  
|Weighted Average Number of Common Shares |  |                      | 89,864,326 |      |              | 69,465,032 |   |   |               |  





The accompanying notes are an integral part of these statements



F-3



---

General Metals Corporation and Subsidiaries

(An Exploration Stage Company)

Consolidated Statements of Stockholders' Equity

inception 17-Jul-1998 to 30-Apr-2008

|                                                                         |  |              |   |         |        |               |   |              |   |       |          |        |             |          |   |   |          |  
|------------------------------------------------------------------------ |  | ------------ | - | ------- | ------ | ------------- | - | ------------ | - | ----- | -------- | ------ | ----------- | -------- | - | - | -------- | -
|                                                                         |  |              |   |         |        |               |   |              |   |       |          |        | Accumulated |          |   |   |         
|                                                                         |  |              |   |         |        |               |   |              |   |       |          |        | (Deficit)   |          |   |   |         
|                                                                         |  |              |   |         |        |               |   |              |   | Stock |          | During |             |          |   |  
|                                                                         |  | Common Stock |   | Paid in |        | Subscriptions |   | Exploration  |   | Total |         
|                                                                         |  | Shares       |   | Amount  |        | Capital       |   | (Receivable) |   | Stage |          | Equity |            
|Balance, July 17, 1998 (Inception)                                       |  |             |   | $       |       |               | $ |             |   | $     |         |        |             |         |   | $ |         |  
|Common Stock Issued to Founders for Organizational Costs                 |  | 5,500,000    |   |         | 5,500  |               |   | (5,000       | ) |       |          |        |             |          |   |   | 500      |  
|Contributed Capital                                                      |  |              |   |         |        |               |   | 87           |   |       |          |        |             |          |   |   | 87       |  
|Common Stock Issued for Acquisition Of License                           |  | 22,000,000   |   |         | 22,000 |               |   | (20,000      | ) |       |          |        |             |          |   |   | 2,000    |  
|Net (Loss)                                                               |  |              |   |         |        |               |   |              |   |       |          |        |             | (587     | ) |   | (587     | )
|Balance, April 30, 1999                                                  |  | 27,500,000   |   |         | 27,500 |               |   | (24,913      | ) |       |         |        |             | (587     | ) |   | 2,000    |  
|Net (Loss)                                                               |  |              |   |         |        |               |   |              |   |       |          |        |             | (2,000   | ) |   | (2,000   | )
|Balance, April 30, 2000                                                  |  | 27,500,000   |   |         | 27,500 |               |   | (24,913      | ) |       |         |        |             | (2,587   | ) |   |         |  
|Contributed Capital                                                      |  |              |   |         |        |               |   | 9,000        |   |       |          |        |             |          |   |   | 9,000    |  
|Net (Loss)                                                               |  |              |   |         |        |               |   |              |   |       |          |        |             | (14,977  | ) |   | (14,977  | )
|Balance, April 30, 2001                                                  |  | 27,500,000   |   |         | 27,500 |               |   | (15,913      | ) |       |         |        |             | (17,564  | ) |   | (5,977   | )
|Contributed Capital                                                      |  |              |   |         |        |               |   | 9,000        |   |       |          |        |             |          |   |   | 9,000    |  
|Net (Loss)                                                               |  |              |   |         |        |               |   |              |   |       |          |        |             | (16,657  | ) |   | (16,657  | )
|Balance, April 30, 2002                                                  |  | 27,500,000   |   |         | 27,500 |               |   | (6,913       | ) |       |         |        |             | (34,221  | ) |   | (13,634  | )
|Contributed Capital                                                      |  |              |   |         |        |               |   | 9,000        |   |       |          |        |             |          |   |   | 9,000    |  
|Net (Loss)                                                               |  |              |   |         |        |               |   |              |   |       |          |        |             | (21      | ) |   | (21      | )
|Balance, April 30, 2003                                                  |  | 27,500,000   |   |         | 27,500 |               |   | 2,087        |   |       |         |        |             | (34,242  | ) |   | (4,655   | )
|Contributed Capital                                                      |  |              |   |         |        |               |   | 9,000        |   |       |          |        |             |          |   |   | 9,000    |  
|Net (Loss)                                                               |  |              |   |         |        |               |   |              |   |       |          |        |             | (20,886  | ) |   | (20,886  | )
|Balance, April 30, 2004                                                  |  | 27,500,000   |   |         | 27,500 |               |   | 11,087       |   |       |         |        |             | (55,128  | ) |   | (16,541  | )
|Common Stock Issued for Cash at  $ 0.125, net of $3,710 Offering Costs   |  | 3,854,400    |   |         | 3,854  |               |   | 430,436      |   |       | (127,500 | )      |             |          |   |   | 306,790  |  
|Contributed Capital                                                      |  |              |   |         |        |               |   | 9,000        |   |       |          |        |             |          |   |   | 9,000    |  
|Net (Loss)                                                               |  |              |   |         |        |               |   |              |   |       |          |        |             | (153,123 | ) |   | (153,123 | )
|Balance, April 30, 2005                                                  |  | 31,354,400   |   |         | 31,354 |               |   | 450,523      |   |       | (127,500 | )      |             | (208,251 | ) |   | 146,126  |  
|Cash Received for Subscriptions Receivable                               |  |              |   |         |        |               |   |              |   |       | 127,500  |        |             |          |   |   | 127,500  |  
|Common Stock Issued for Cash at $0.25 In Private Placement               |  | 44,000       |   |         | 44     |               |   | 4,956        |   |       |          |        |             |          |   |   | 5,000    |  
|Common Stock Issued for Cash at $0.125 In Private Placement              |  | 26,400       |   |         | 26     |               |   | 2,974        |   |       |          |        |             |          |   |   | 3,000    |  
|Common Stock Issued at $0.001 to exercise lease agreement                |  | 5,500,000    |   |         | 5,500  |               |   | (500         | ) |       |          |        |             |          |   |   | 5,000    |  
|Common Stock Issued for Cash at $0.125 In Private Placement              |  | 2,782,450    |   |         | 2,782  |               |   | 313,406      |   |       |          |        |             |          |   |   | 316,188  |  
|Common Stock Issued in Reorganization                                    |  | 8,436,541    |   |         | 8,437  |               |   | (579,732     | ) |       |          |        |             |          |   |   | (571,295 | )
|Common Stock Issued to Convert Debt at 0.0185 as Agreed in February 2005 |  | 22,034,546   |   |         | 22,035 |               |   | 348,546      |   |       |          |        |             |          |   |   | 370,581  |  
|Common Stock Issued as Incentive                                         |  | 550,000      |   |         | 550    |               |   | (50          | ) |       |          |        |             |          |   |   | 500      |  
|Common Stock Returned and Cancelled                                      |  | (550,000     | ) |         | (550   | )             |   | 50           |   |       |          |        |             |          |   |   | (500     | )
|Common Stock Issued in Exercise of Warrants at $0.25                     |  | 702,900      |   |         | 703    |               |   | 159,047      |   |       |          |        |             |          |   |   | 159,750  |  
|Net (Loss)                                                               |  |              |   |         |        |               |   |              |   |       |          |        |             | (418,616 | ) |   | (418,616 | )
|Balance, April 30, 2006                                                  |  | 70,881,237   |   |         | 70,881 |               |   | 699,220      |   |       |         |        |             | (626,867 | ) |   | 143,234  |  



The accompanying notes are an integral part of these statements



F-4



---

General Metals Corporation and Subsidiaries

(An Exploration Stage Company)

Consolidated Statements of Stockholders' Equity (contd)

inception 17-Jul-1998 to 30-Apr-2008

|                                                                      |  |              |  |         |        |              |  |              |   |       |          |        |             |            |   |  |          |  
|--------------------------------------------------------------------- |  | ------------ |  | ------- | ------ | ------------ |  | ------------ | - | ----- | -------- | ------ | ----------- | ---------- | - |  | -------- | -
|                                                                      |  |              |  |         |        |              |  |              |   |       |          |        | Accumulated |            |   |  |         
|                                                                      |  |              |  |         |        |              |  |              |   |       |          |        | (Deficit)   |            |   |  |         
|                                                                      |  |              |  |         |        |              |  |              |   | Stock |          | During |             |            |   | 
|                                                                      |  | Common Stock |  | Paid in |        | Subscription |  | Exploration  |   | Total |         
|                                                                      |  | Shares       |  | Amount  |        | Capital      |  | (Receivable) |   | Stage |          | Equity |            
|Balance, April 30, 2006                                               |  | 70,881,237   |  |         | 70,881 |              |  | 699,220      |   |       |         |        |             | (626,867   | ) |  | 143,234  |  
|                                                                      |  |              |  |         |        |              |  |              |   |       |          |        |             |            |   |  |          |  
|Deposit received on Private Placement                                 |  |              |  |         |        |              |  |              |   |       | 76,000   |        |             |            |   |  | 76,000   |  
|Common Stock Issued in Exercise
of Warrants at $0.25                  |  | 110,000      |  |         | 110    |              |  | 24,890       |   |       |          |        |             |            |   |  | 25,000   |  
|Common Stock Issued for Cash at
$0.125 In Private Placement           |  | 440,000      |  |         | 440    |              |  | 49,560       |   |       | (50,000  | )      |             |            |   |  |         |  
|Common Stock Issued for Service at
$0.125 per share                   |  | 158,400      |  |         | 158    |              |  | 17,842       |   |       |          |        |             |            |   |  | 18,000   |  
|Common Stock Issued for Purchase
of fixed asset at $0.075             |  | 220,000      |  |         | 220    |              |  | 14,780       |   |       |          |        |             |            |   |  | 15,000   |  
|Common Stock Issued for Cash at
$0.075                                |  | 164,495      |  |         | 164    |              |  | 11,052       |   |       |          |        |             |            |   |  | 11,216   |  
|Common Stock Issued for Services at
$0.075 per share                  |  | 330,000      |  |         | 330    |              |  | 22,170       |   |       |          |        |             |            |   |  | 22,500   |  
|Common Stock Issued to Convert Debt
$0.075 per share                  |  | 513,333      |  |         | 513    |              |  | 34,487       |   |       |          |        |             |            |   |  | 35,000   |  
|Common Stock Issued for Cash at
$0.075 In Private Placement           |  | 3,770,063    |  |         | 3,770  |              |  | 253,280      |   |       | (163,800 | )      |             |            |   |  | 93,250   |  
|Common Stock Issued for Cash at
$0.075 For Exploration Rights         |  | 1,100,000    |  |         | 1,100  |              |  | 73,900       |   |       |          |        |             |            |   |  | 75,000   |  
|Common Stock Issued for Cash at
$0.075 For Employee Incentive         |  | 275,000      |  |         | 275    |              |  | 18,475       |   |       |          |        |             |            |   |  | 18,750   |  
|Common Stock Issued for Cash at
$0.125 In Private Placement           |  | 2,332,000    |  |         | 2,332  |              |  | 262,668      |   |       |          |        |             |            |   |  | 265,000  |  
|Common Stock Issued for Cash at
$0.125 In Private Placement           |  | 363,440      |  |         | 363    |              |  | 40,937       |   |       | (41,300  | )      |             |            |   |  |         |  
|Cash Received for Subscriptions
Receivable                            |  |              |  |         |        |              |  |              |   |       | 137,800  |        |             |            |   |  | 137,800  |  
|Net (Loss)                                                            |  |              |  |         |        |              |  |              |   |       |          |        |             | (714,932   | ) |  | (714,932 | )
|Balance, April 30, 2007                                               |  | 80,657,968   |  |         | 80,656 |              |  | 1,523,261    |   |       | (41,300  | )      |             | (1,341,799 | ) |  | 220,818  |  
|                                                                      |  |              |  |         |        |              |  |              |   |       |          |        |             |            |   |  |          |  
|Common Stock issued to convert Debt at 
$0.075 per share              |  | 513,333      |  |         | 513    |              |  | 34,487       |   |       |          |        |             |            |   |  | 35,000   |  
|Common Stock Issued for Cash at $0.125
In Private Placement           |  | 667,040      |  |         | 667    |              |  | 75,133       |   |       |          |        |             |            |   |  | 75,800   |  
|Common Stock Issued in Exercise of 
Share Purchase Warrants at $0.075 |  | 2,343,219    |  |         | 2,344  |              |  | 157,421      |   |       |          |        |             |            |   |  | 159,765  |  
|Common Stock Issued in Exercise of 
Share Purchase Warrants at $0.20  |  | 654,500      |  |         | 655    |              |  | 118,345      |   |       |          |        |             |            |   |  | 119,000  |  
|Common Stock Issued in Exercise of 
Share Purchase Warrants at $0.125 |  | 44,000       |  |         | 44     |              |  | 4,956        |   |       |          |        |             |            |   |  | 5,000    |  
|Common Stock Issued for purchase of 
asset at $0.125                  |  | 132,000      |  |         | 132    |              |  | 14,868       |   |       |          |        |             |            |   |  | 15,000   |  
|Common Stock recorded to balance with 
Transfer Agent Records         |  | 177,760      |  |         | 178    |              |  | (178         | ) |       |          |        |             |            |   |  |         |  
|Common Stock Issued in Exercise of 
Share Purchase Warrants at $0.20  |  | 216,000      |  |         | 216    |              |  | 42,984       |   |       |          |        |             |            |   |  | 43,200   |  
|Common Stock Issued for Cash at $0.125
In Private Placement           |  | 52,470       |  |         | 53     |              |  | 6,506        |   |       |          |        |             |            |   |  | 6,559    |  





The accompanying notes are an integral part of these statements



F-5



---

General Metals Corporation and Subsidiaries

(An Exploration Stage Company)

Consolidated Statements of Stockholders' Equity (contd)

inception 17-Jul-1998 to 30-Apr-2008

|                                                                      |  |              |  |         |        |               |   |              |  |       |          |        |             |            |   |   |            |  
|--------------------------------------------------------------------- |  | ------------ |  | ------- | ------ | ------------- | - | ------------ |  | ----- | -------- | ------ | ----------- | ---------- | - | - | ---------- | -
|                                                                      |  |              |  |         |        |               |   |              |  |       |          |        | Accumulated |            |   |   |           
|                                                                      |  |              |  |         |        |               |   |              |  |       |          |        | (Deficit)   |            |   |   |           
|                                                                      |  |              |  |         |        |               |   |              |  | Stock |          | During |             |            |   |  
|                                                                      |  | Common Stock |  | Paid in |        | Subscriptions |   | Exploration  |  | Total |         
|                                                                      |  | Shares       |  | Amount  |        | Capital       |   | (Receivable) |  | Stage |          | Equity |            
|                                                                      |  |              |  |         |        |               |   |              |  |       |          |        |             |            |   |   |            |  
|Cash Received for Subscriptions  Receivable                           |  |              |  |         |        |               |   |              |  |       | 50,300   |        |             |            |   |   | 50,300     |  
|Common Stock Issued for Cash at $0.20
In Private Placement            |  | 2,503,000    |  |         | 2,503  |               |   | 498,097      |  |       | (160,000 | )      |             |            |   |   | 340,600    |  
|Common Stock Issued in Exercise of 
Share Purchase Warrants at $0.07  |  | 733,334      |  |         | 733    |               |   | 49,267       |  |       |          |        |             |            |   |   | 50,000     |  
|Common Stock Issued for Cash at $0.15
In Private Placement            |  | 800,000      |  |         | 800    |               |   | 119,200      |  |       | (35,000  | )      |             |            |   |   | 85,000     |  
|Cash Received for Subscriptions Receivable                            |  |              |  |         |        |               |   |              |  |       | 151,000  |        |             |            |   |   | 151,000    |  
|Common Stock Issued in Exercise of 
Share Purchase Warrants at $0.068 |  | 146,667      |  |         | 147    |               |   | 9,853        |  |       |          |        |             |            |   |   | 10,000     |  
|Common Stock Issued in Exercise of 
Share Purchase Warrants at $0.10  |  | 110,000      |  |         | 110    |               |   | 7,390        |  |       |          |        |             |            |   |   | 7,500      |  
|Common Stock Issued in Exercise of Share 
Purchase warrants at $0.114 |  | 176,000      |  |         | 176    |               |   | 19,824       |  |       |          |        |             |            |   |   | 20,000     |  
|Common Stock Issued for purchase of asset 
at $0.15                   |  | 100,000      |  |         | 100    |               |   | 14,900       |  |       |          |        |             |            |   |   | 15,000     |  
|Common Stock Issued for services to the 
advisory board at $0.15      |  | 2,000,000    |  |         | 2,000  |               |   | 298,000      |  |       |          |        |             |            |   |   | 300,000    |  
|Common Stock Issued for Cash at $0.15
In Private Placement            |  | 100,000      |  |         | 100    |               |   | 14,900       |  |       |          |        |             |            |   |   | 15,000     |  
|Common Stock Issued in Exercise of Share 
Purchase warrants at $0.075 |  | 86,667       |  |         | 87     |               |   | 8,913        |  |       | (9,000   | )      |             |            |   |   |           |  
|Common Stock Issued in Exercise of Share 
Purchase warrants at $0.114 |  | 2,200        |  |         | 2      |               |   | 248          |  |       |          |        |             |            |   |   | 250        |  
|Common Stock Issued for Cash at $0.20
In Private Placement            |  | 590,000      |  |         | 590    |               |   | 58,410       |  |       |          |        |             |            |   |   | 59,000     |  
|Common Shares issued for Cash at $0.15
In Private Placement           |  | 44,299       |  |         | 44     |               |   | 6,601        |  |       |          |        |             |            |   |   | 6,645      |  
|Common Stock Issued in Exercise of 
Share Purchase warrants at $0.068 |  | 146,300      |  |         | 147    |               |   | 9,853        |  |       |          |        |             |            |   |   | 10,000     |  
|Common Stock Issued for services 
at $0.125                           |  | 100,000      |  |         | 100    |               |   | 12,400       |  |       |          |        |             |            |   |   | 12,500     |  
|Common Stock Issued for Cash at $0.20
In Private Placement            |  | 100,000      |  |         | 100    |               |   | 9,900        |  |       |          |        |             |            |   |   | 10,000     |  
|Common Stock Issued for Cash at $0.05
In Private Placement            |  | 400,000      |  |         | 400    |               |   | 19,600       |  |       |          |        |             |            |   |   | 20,000     |  
|Common Stock Issued in Exercise 
of Share Purchase warrants at $0.05  |  | 275,000      |  |         | 275    |               |   | 13,475       |  |       |          |        |             |            |   |   | 13,750     |  
|Common Stock Issued in Exercise of 
Share Purchase warrants at $0.085 |  | 29,412       |  |         | 30     |               |   | 2,470        |  |       |          |        |             |            |   |   | 2,500      |  
|Cash Received for Subscriptions Receivable                            |  |              |  |         |        |               |   |              |  |       | 38,500   |        |             |            |   |   | 38,500     |  
|Fair value of warrants issued                                         |  |              |  |         |        |               |   | 560,110      |  |       |          |        |             |            |   |   | 560,110    |  
|Net (Loss)                                                            |  |              |  |         |        |               |   |              |  |       |          |        |             | (2,449,828 | ) |   | (2,449,828 | )
|Balance, April 30, 2008                                               |  | 93,901,168   |  | $       | 93,902 |               | $ | 3,711,194    |  | $     | (5,500   | )      | $           | (3,791,627 | ) | $ | 7,969      |  

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

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



The accompanying notes are an integral part of these statements



F-6



---

General Metals Corporation and Subsidiaries

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

|                                                 |  |                      |            |              |   |          |   |               |            |  
|------------------------------------------------ |  | -------------------- | ---------- | ------------ | - | -------- | - | ------------- | ---------- | -
|                                                 |  |                      |            |              |   |          |   | July 17, 1998 |           
|                                                 |  |                      |            |              |   |          |   | (Inception)   |           
|                                                 |  | Year Ended April 30, |            | to April 30, |  
|                                                 |  | 2008                 |            | 2007         |   | 2008     |  
|Operating Activities                             |  |                      |            |              |   |          |   |               |            |  
|Net Loss                                         |  | $                    | (2,449,828 | )            | $ | (714,932 | ) |               | (3,775,949 | )
|Adjustments to reconcile Net Loss                |  |                      |            |              |   |          |   |               |            |  
|Outstanding Warrants                             |  |                      | 560,110    |              |   |         |   |               | 560,110    |  
|Stock Issued for Service and  Conversion of Debt |  |                      | 347,500    |              |   | 94,250   |   |               | 812,831    |  
|Stock Issued to Acquire Mineral Property Lease   |  |                      |           |              |   |         |   |               | 7,000      |  
|Stock Issued to Acquire Exploration Rights       |  |                      |           |              |   | 75,000   |   |               | 75,000     |  
|Stock Issued to Acquire Fixed Assets             |  |                      | 30,000     |              |   | 15,000   |   |               | 45,000     |  
|Stock Issued in Acquisition and Reorganization   |  |                      |           |              |   |         |   |               | (571,295   | )
|Contributed Capital                              |  |                      |           |              |   |         |   |               | 45,087     |  
|Depreciation and Amortization                    |  |                      | 6,431      |              |   | 1,360    |   |               | 10,884     |  
|Changes in Operating Assets and Liabilities      |  |                      |            |              |   |         |   |               |            |  
|(Increase)/Decrease in Prepaid Expenses          |  |                      | 10,900     |              |   | (11,200  | ) |               | (300       | )
|Increase/(Decrease) in Accounts Payable          |  |                      | 113,006    |              |   | (9,590   | ) |               | 117,686    |  
|Increase/(Decrease) in Accrued Liabilities       |  |                      |           |              |   | (15,702  | ) |               |           |  
|                                                 |  |                      |            |              |   |          |   |               |            |  
|Net Cash Used by Operating Activities            |  |                      | (1,381,881 | )            |   | (565,814 | ) |               | (2,673,946 | )
|                                                 |  |                      |            |              |   |          |   |               |            |  
|Investment Activities                            |  |                      |            |              |   |          |   |               |            |  
|Acquisition of Mineral Property                  |  |                      |           |              |   | (3,091   | ) |               | (58,091    | )
|Investment in General Copper                     |  |                      | (17,500    | )            |   |          |   |               | (17,500    | )
|Purchase of Equipment                            |  |                      | (13,000    | )            |   | (20,890  | ) |               | (43,048    | )
|                                                 |  |                      |            |              |   |          |   |               |            |  
|Net Cash Used by Investment Activities           |  |                      | (30,500    | )            |   | (23,981  | ) |               | (118,639   | )
|                                                 |  |                      |            |              |   |          |   |               |            |  
|Financing Activities                             |  |                      |            |              |   |          |   |               |            |  
|Loans / (Repayments) -Related Parties            |  |                      | (63,184    | )            |   | 61,113   |   |               |           |  
|Cash Received from Subscriptions Receivable      |  |                      | 35,800     |              |   |          |   |               | (5,500     | )
|Proceeds from the Sale of Stock                  |  |                      | 1,263,569  |              |   | 608,266  |   |               | 2,831,363  |  
|                                                 |  |                      |            |              |   |          |   |               |            |  
|Net Cash Provided by Financing Activities        |  |                      | 1,236,185  |              |   | 669,379  |   |               | 2,825,863  |  
|                                                 |  |                      |            |              |   |          |   |               |            |  
|Net Increase / (Decrease) in Cash                |  |                      | (176,196   | )            |   | 79,584   |   |               | 33,278     |  
|Cash, Beginning of Period                        |  |                      | 193,796    |              |   | 114,212  |   |               |           |  
|Cash, End of Period                              |  | $                    | 17,600     |              | $ | 193,796  |   | $             | 33,278     |  
|                                                 |  |                      |            |              |   |          |   |               |            |  
|Cash Paid For:                                   |  |                      |            |              |   |          |   |               |            |  
|Interest                                         |  | $                    |           |              | $ |         |   | $             | 1,070      |  
|Income Taxes                                     |  | $                    |           |              | $ |         |   | $             |           |  
|                                                 |  |                      |            |              |   |          |   |               |            |  
|Non-cash Activities:                             |  |                      |            |              |   |          |   |               |            |  
|Loss on Outstanding Warrants                     |  | $                    | 560,110    |              | $ |         |   | $             | 560,110    |  
|Stock Issued for Service and  Conversion of Debt |  | $                    | 347,500    |              | $ | 94,250   |   | $             | 812,831    |  
|Stock Issued to Acquire Mineral Property Lease   |  | $                    |           |              | $ |         |   | $             | 7,000      |  
|Stock Issued to Acquire Exploration Rights       |  | $                    |           |              | $ | 75,000   |   | $             | 75,000     |  
|Stock Issued to Acquire Fixed Assets             |  | $                    | 30,000     |              | $ | 15,000   |   | $             | 45,000     |  
|Stock Issued in Acquisition and Reorganization   |  | $                    |           |              | $ |         |   | $             | (571,295   | )
|Contributed Capital                              |  | $                    |           |              | $ |         |   | $             | 45,087     |  
|Depreciation and Amortization                    |  | $                    | 6,431      |              | $ | 1,360    |   | $             | 10,884     |  





The accompanying notes are an integral part of these statements



F-7



---

General Metals Corporation

And Subsidiaries

(An Exploration Stage Company)

Notes to Audited Consolidated Financial Statements

(April 31, 2008 and April 30, 2007)

NOTE 1.

ORGANIZATION AND DESCRIPTION OF BUSINESS

1.

Nature of Business

General Metals Corporation (the Company) was organized in the State of New Jersey on March 4, 1994 and reincorporated in the State of Delaware on September 13, 1995 as Interactive Multimedia Network, Inc. On March 29, 2005 the Company changed its name to RECOV Energy Corp. and then on January 12, 2006 changed its name to General Metals Corporation. The Company was unsuccessful in its business plan of developing and marketing consumer products and therefore actively pursued a merger or acquisition candidate.

On January 20, 2006 the Company entered into an agreement, effective March 15, 2006, to acquire all of the issued and outstanding shares and convertible securities of General Gold Corporation (General Gold), an Exploration Stage Company (See Note 3 Acquisition of General Gold for details). This transaction resulted in a change of control and is accounted for as a reverse acquisition with General Metals Corporation as the surviving legal entity and General Gold the historical accounting company. The Company will operate General Gold as a wholly owned subsidiary.

Through the acquisition of General Gold the Company is now an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (SFAS) No.7 Accounting and Reporting by Development Stage Enterprises. General Gold entered into the mining exploration business by executing an agreement dated November 14, 2004, to acquire substantially all of the assets related to the Independence mining claims in Lander County, Nevada (See Note 8 Mineral Properties for details). The Companys principal business is the acquisition and exploration of mineral properties. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

2.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The Company operates on an April 30 fiscal year end.

For accounting purposes, the acquisition of General Gold has been treated as a reverse acquisition. Accordingly, the consolidated financial statements, statements of operations, statement of stockholders deficit and statements of cash flows reflect the results of operations and cash flows of General Gold for the period from its inception on July 17, 1998 to January 31, 2006 and consolidated with those of General Metals from acquisition on March 15, 2006 to April 30, 2008.

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of General Metals Corporation and its wholly owned subsidiary, General Gold Corporation. Collectively, they are referred herein as the Company. All inter-company balances and transactions have been eliminated on consolidation.

Use of estimates

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



F-8



---

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short term deposits with original maturities of three months or less when purchased. As of January 31, 2007, cash and cash equivalents consists of cash and cash in trust.

Property and Equipment

Property and equipment consists of furniture and equipment and is recorded at cost. Equipment acquired from the acquisition is recorded at net book value. The furniture and equipment are being depreciated on a straight-line basis over their estimated lives of five years.

Following is a summary of property and equipment April 30, 2007 and April 30, 2007:

|                               |             |         |             |   |        
|------------------------------ | ----------- | ------- | ----------- | - | -------
|                               | 31-Jan-2008 |         | 30-Apr-2007
|Furniture and Equipment        | $           | 6,348   |             | $ | 6,348  
|Vehicle Purchase               |             | 36,700  |             |   | 21,700 
|Less: Accumulated Depreciation |             | (10,884 | )           |   | (2,453)
|Property and Equipment, Net    | $           | 32,164  |             | $ | 25,595 

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with 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 gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-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.

The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table:

|                                         |                |            |                |   |            |  
|---------------------------------------- | -------------- | ---------- | -------------- | - | ---------- | -
|                                         | April 30,
2008 |            | April 30,
2007 |  
|Numerators for Basic and Diluted EPS     |                |            |                |   |            |  
|Net income/(loss) to common shareholders | $              | (1,860,440 | )              | $ | (714,932   | )
|Denominators for Basic EPS               |                |            |                |   |            |  
|Weighted average of shares outstanding   |                | 87,073,295 |                |   | 65,967,132 |  
|Basic Earnings/(Loss) Per Share          | $              | (0.03      | )              | $ | (0.01      | )
|                                         |                |            |                |   |            |  
|Denominators for Diluted EPS             |                |            |                |   |            |  
|Weighted average of shares outstanding   |                | 89,864,326 |                |   | 69,465,032 |  
|Diluted Earnings/(Loss) Per Share        | $              | (0.03      | )              | $ | (0.01      | )



Financial Instruments

The Companys financial instruments consist of cash; cash in trust, accounts payable and accrued liabilities and amounts due to related parties. The Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of cash, cash in trust, accounts payable and accrued liabilities and amounts due to related parties approximates their carrying values due to the immediate or short term maturity of these financial instruments.



F-9



---

Mineral Property Costs

The Company is in the exploration stage and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition costs are capitalized. Exploration and Development costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Income Taxes

Under SFAS No 109 "Accounting for Income Taxes"the Company is required to recognize deferred tax liabilities and assets using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements carrying values and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Future income tax assets are recorded in the financial statements if realization is considered more likely than not.

NOTE 3.

GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, at April 30, 2008 the Company has an accumulated loss of $3,775,949 during its exploration stage. This raises substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

(a)

Managements Plan

Management continues to seek funding from its shareholders and other qualified investors to pursue its exploration and development programs. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that the Company will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment. Further, the Company may continue to be unprofitable. The Company needs to raise additional funds in the immediate future in order to proceed with its exploration program.

On August 28, 2006 the Company initially retained a specialist international equity capital firm whose primary business is arranging financings for junior and other mining companies. They have arranged over $500 million for junior mining companies over the last several years. The agreement calls for an equity financing of shares and warrants in the amount of up to $2,000,000. In February 2007, the balance of retainer was paid and the Company information was distributed to the specialists clients for review.

During December, January, February and October the Company successfully completed a series of Private Placements discussed in the Stockholders Equity Note 7 below.



F-10



---

NOTE 4.

GAIN ON FORGIVENESS OF DEBT AND DEBT CONVERSION

Forgiveness of Debt

The Company acquired General Gold on March 15, 2006. Prior the acquisition the Company had arranged to reduce or eliminate certain accounts payable however, the transactions were not completed until after the acquisition and prior to the April 30, 2006 report date. Shareholder loans in the amount of $91,174 and accrued attorney fees in the amount of $110,784 were forgiven. The Company determined that $24,606 in stale payables with no collection activity for over six years could be legally written-off. Should any of these creditors take action to collect the company will reassume responsibility. Following is a list of Accounts payable that have been written-off and a gain on forgiveness of debt has been recorded:

|                              |   |        
|----------------------------- | - | -------
|Accounts Payable:             |  
|Shareholder Loans             | $ | 91,175 
|Attorney Fees  Related Party |   | 110,784
|Stale Payables                |   | 24,606 
|Total Debt Forgiven           | $ | 226,565



Debt Conversion

The Company converted $370,581 shareholder loans to 20,031,405 pre-split common shares during the year ended April 30, 2006. Agreements were reached to convert the debt in February 2005 at a rate of $0.0185 per share as disclosed in the 10KSB/A-2 for March 31, 2005 filed with the SEC on October 4. 2005. Although the debt conversion was agreed to in February 2005 the actual transactions were not recorded until after the acquisition of General Gold and prior to the April 30, 2006 report date.

The Company converted $35,000 accrued liabilities and shareholder loans to 466,666 pre-split common shares on January 31, 2007.

The Company converted $35,000 accrued liabilities to 466,666 pre-split common shares on May 18, 2007.

NOTE 5.

RELATED PARTY TRANSACTIONS

The President and CEO provided financing to the company in the form of demand notes with no fixed or determinable repayment dates. The amounts are recorded as current liabilities with the balance as of April 30, 2008 and April 30, 2007 of $0.00 and $63,184 respectively.

NOTE 6.

STOCKHOLDERS' EQUITY

Preferred Stock

The Company is authorized to issue 50,000,000 preferred shares with a par value of $0.001 per share. As of April 30, 2008 no preferred stock is issued and outstanding

Common Stock

The Company is authorized to issue 220,000,000 common shares with a par value of $0.001 per share.

Because of the reverse acquisition of General Gold the Statement of Stockholders equity has been revised to reflect General Golds historical accounting General Metals is consolidated as if acquired by General Gold.

On July 19, 2007 the Company executed an 11:10 forward stock split. This forward split has been retroactively applied to the Statement of Shareholders Equity. The following notes have been adjusted to retroactively reflect the post-split shares issued however the price per share reported is the original price.

On March 15, 2006, the Company had 7,669,521 common shares issued and outstanding. On that date it issued 36,097,500 common shares in a one for one share exchange with the shareholders of General Gold. As of the close of March 15, 2006 the Company had 48,143,791 post-split common shares issued and outstanding.

Between March 15 and April 30, 2006 the Company issued an additional 22,034,546 post-split common shares to convert $370,581 of debt at the pre-split rate of $0.0185 per share.

The Company issued 550,000 post-split common shares valued at $500 as an executive hiring incentive.



F-11



---

The Company received and cancelled 550,000 post-split common shares valued at $500 from a prior executive.

On April 28, 2006 the Company issued 702,900 post-split common shares at the pre-split price of $0.25 per share through the exercising of warrants.

The Company received $76,000 advanced payment on a private placement.

On August 17, 2006 the Company issued 110,000 post split common shares at the pre-split price of $0.25 per share through the exercise of directors warrants.

On October 15, 2006 the Company issued 440,000 common shares in a private placement for $50,000 at pre-split price of $0.125 per share and 158,400 common shares for services valued at $18,000 or pre-split price of $0.125 per share.

On January 31, 2007 the Company agreed to issue 385,310 post-split common shares at pre-split price of $0.075 per share and an equal number of warrants exercisable by February 20, 2008 at $0.075 per share. Of the shares to be issued 220,460 were used to purchase a vehicle valued at $15,000 and 164,850 shares were issued for $11,216 cash.

On January 31, 2007 the Company agreed to issue 330,000 post-split common shares at the pre-split price of $0.075 per share for services valued at $22,500.

On January 31, 2007 the Company agreed to issue and aggregate of 4,293,396 post-split common shares at $0.075 per share in a private placement with an equal number of warrants exercisable on March 7, 2008 at $0.075 per share. Of the aggregate shares, 513,333 post-split shares were issued to satisfy $35,000 debt and 3,770,063 post-split shares were issued for $93,250 cash $26,000 prepaid subscriptions and subscription receivable of $163,800.

On March 15, 2007, the Company issued 1,100,000 post-split common shares at the pre-split price of $0.075 per share or $75,000 along with 1,000,000 two year warrants exercisable at $0.26 per share to acquire 100% interest in Mikite Gold Resources ("Mikite"), a Ghanaian corporation with exclusive exploration rights to the 150 square kilometer Nyinahin mining concession near Bibiani, Ghana.

On March 30, 2007, the Company issued 275,000 post-split common shares at pre-split price of $0.075 per share or $18,750 along with 250,000 one year warrants exercisable at $0.075 per share as an incentive to join the company as CFO.

On April 23, 2007 the Company issued 2,332,000 post-split common shares at pre-split price of $0.125 per share for $265,000 cash and 1,060,000 twelve month warrants exercisable at $0.125.

On April 30, 2007 the Company issued 363,440 post-split common shares at pre-split price of $0.125 per share for $41,300 cash and 165,200 twelve month warrants exercisable at $0.125.

On May 18, 2007 the Company issued 513,333 post-split common shares to convert $35,000 debt.

Between May 18 and May 31, 2007 the Company issued 667,040 post-split common shares in a private placement at the pre-split price of $0.125 for a total of $75,800.

Between May 18 and May 25, 2007 the Company issued 2,343,219 post-split common shares from exercise of warrants at the pre-split price of $0.75 per share or $159,765.

Between May 18 and May 22, 2007 the Company issued 654,500 post-split common shares from exercise of warrants at the pre-split price of $0.20 per share or $119,000.

On May 22, 2007 the Company issued 44,000 post-split common shares from exercise of warrants at the pre split-price of $0.125 per share or $5,000.

On May 31, 2007 the Company issued 132,000 post-split common shares for the purchase of an asset valued at $15,000 or $0.125 per share.

On July 19, 2007 the Company recorded the issue of 177,760 post-split common shares to balance with the shares issued per the transfer agent.



F-12



---

On July 31, 2007 the Company issued 216,000 common shares from exercised of warrants at $0.20 per share or $43,200.

On July 31, 2007 the Company issued 52,470 common shares in a private placement for $0.125 per share or $6,559.

On October 31, 2007 the Company completed a private placement of 2,503,000 shares of common stock at $0.20 for $340,600 and $160,000 in subscription receivable.

On December 31, 2007 the Company issued 733,334 common shares from exercised of warrants at $0.07 per share or $50,000

On January 31, 2008 the Company completed a private placement of 800,000 shares of common stock at $0.15 for $120,000 and $35,000 in subscription receivable.

During February 2008 the Company issued 146,667 common shares from the exercise of warrants at $0.068 per share or $10,000 and 110,000 common shares from the exercise of warrants at $0.10 per share or $7,500.

During March 2008 the Company issued 176,000 common shares from the exercise of warrants at $0.114 per share or $20,000; 100,000 common shares for the purchase of assets at $0.15 per share; 2,000,000 common shares for services from the advisory board at $0.15 per share; 100,000 common shares in a private placement at $0.15 per share or $15,000; 86,667 common shares from the exercise of warrants at $0.075 per share; 2,200 common shares from the exercise of warrants at $0.114 per share or $250; 590,000 commons shares in a private placement at $0.20 per share or $59,000 and 44,299 common shares in a private placement at $0.15 per share.

During April 2008 the Company issued 146,300 common shares from the exercise of warrants at $0.068 per share or $10,000; 100,000 common shares for services at $0.125 per share; 100,000 common shares in a private placement at $0.20 per share or $10,000; 400,000 common shares in a private placement at $0.05 per share; 275,000 common shares from the exercise of warrants at $0.05 per share and 29,412 common shares from the exercise of warrants at $0.085 per share.

Warrants

The Company has the following warrants outstanding as of April 30, 2008 and has recorded the cost associated with the issue of the warrants using the Black-Sholes option pricing model with the following results:



|           |  |          |  |           |  |            |        
|---------- |  | -------- |  | --------- |  | ---------- | -------
|           |  |          |  |           |  | Derivative
|Expiration |  | Exercise |  | Share     |  | Value of  
|Date       |  | Price    |  | Warrants  |  | Warrants  
|8/31/2008  |  | $0.25    |  | 216,000   |  | 10,445    
|10/31/2008 |  | $0.25    |  | 2,503,000 |  | 124,350   
|1/31/2009  |  | $0.25    |  | 800,000   |  | 6,454     
|3/4/2009   |  | $0.20    |  | 100,000   |  | 1,059     
|3/15/2009  |  | $0.15    |  | 1,100,000 |  | 55,876    
|3/21/2009  |  | $0.20    |  | 44,299    |  | 1,489     
|3/1/2010   |  | $0.20    |  | 500,000   |  | 38,789    
|3/20/2009  |  | $0.20    |  | 90,000    |  | 4,592     
|3/23/2010  |  | $0.25    |  | 50,000    |  | 801       
|4/8/2010   |  | $0.20    |  | 200,000   |  | 11,037    
|4/8/2010   |  | $0.25    |  | 1,700,000 |  | 93,819    
|Total      |  |          |  | 7,303,299 |  | $          | 348,711



F-13



---

A summary of the warrants issued and the black Sholes Variables use follows:



|                     |                          |           |            
|-------------------- | ------------------------ | --------- | -----------
|                     |                          |           | Warrants   
|Warrants Outstanding |                          |          
|at April 30, 2006    |                          | 3,048,750
|                     |                          |           |            
|                     | Plus: Warrants Granted   |           | 7,234,872  
|                     | Less: Warrants Exercised |           |           
|                     | Less: Warrant Expired    |           | (4,759,672)
|                     |                          |           |            
|Warrants Outstanding |                          |          
|at April 30, 2007    |                          | 5,523,950
|                     |                          |           |            
|                     | Plus: Warrants Granted   |           | 6,203,299  
|                     | Less: Warrants Exercised |           | (1,447,683)
|                     | Less: Warrant Expired    |           | (3,107,949)
|                     | Stock Split Adjustment   |           | 131,682    
|                     |                          |           |            
|Warrants Outstanding |                          |          
|at April 30, 2008    |                          | 7,303,299



|               |  |                          |  |                         
|-------------- |  | ------------------------ |  | ------------------------
|               |  | During                   |  | During                  
|Black Sholes   |  | Year Ended               |  | Year Ended              
|Variables      |  | 30-Apr-2007              |  | 30-Apr-2008             
|               |  |                          |  |                         
|Exercise Price |  | $0.075 -$ 0.25           |  | $0.20 -$ 0.25           
|Risk Free Rate |  | 3.72% - 4.95%            |  | 1.33% - 2.62%           
|Strike Price   |  | $0.18 - $0.23            |  | $0.09 -$ 0.17           
|Volatility     |  | 111.331896% -126.713325% |  | 111.331896% -112.199954%



NOTE 7.

PROVISION FOR INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Companys opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $1,321,582, which is calculated by multiplying a 35% estimated tax rate by the items making up the deferred tax account, the NOL of $3,775,949. The total valuation allowance is a comparable $1,321,582.

The provision for income taxes is comprised of the net changes in deferred taxes less the valuation account plus the current taxes payable as shown in the chart below for the year ended April 30, 2007:

|                          |   |            
|------------------------- | - | -----------
|Deferred Tax Asset        | $ | 1,321,582  
|Less: Valuation Allowance |   | (1,321,582)
|Net Deferred Tax Asset    | $ | 0          





F-14



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The federal NOL is due to expire 20 years from the date of its creation. The chart below shows the year of creation, the amount of each estimated years NOL and the year of expiration if not utilized.

|                        |  |        |           |                |     
|----------------------- |  | ------ | --------- | -------------- | ----
|Year Created            |  | Amount |           | Year to Expire
|1999                    |  | $      | 587       |                | 2019
|2000                    |  |        | 2,000     |                | 2020
|2001                    |  |        | 14,977    |                | 2021
|2002                    |  |        | 16,657    |                | 2022
|2003                    |  |        | 21        |                | 2023
|2004                    |  |        | 20,886    |                | 2024
|2005                    |  |        | 153,123   |                | 2025
|2006                    |  |        | 418,616   |                | 2026
|2007                    |  |        | 714,932   |                | 2027
|2008                    |  |        | 2,434,150 |                | 2028
|Total NOL Carry forward |  | $      | 3,775,949 |                |     



NOTE 8.

MINERAL PROPERTY

On November 14, 2004, the Company entered into a letter of intent with Independence Mines, LLC (Independence) and Gold Range, LLC (Gold) with respect to the purchase of an option that Gold held to the Independence mining claims in Lander County, Nevada and substantially all of the assets that Gold uses to conduct the business of Independence. On April 29, 2005, the Company entered into an agreement (the Assignment Agreement), which replaced the letter of intent whereby the Company purchased an assignment of lease to the Independence mining claims from Gold. The purchase price included $25,000 (paid) at the close of the Assignment Agreement, $25,000 (paid) when the definitive agreement was entered into between Gold and the Lessor and a final $25,000 (paid) within 30 days of the lease recordation date. On October 26, 2005, the Company issued 5,000,000 restricted shares of common stock to Gold. Also, in addition to other underlying NSR requirements, the Company must pay a 1% net smelter royalty fee to Gold. The original payment of $25,000 was expensed, however, the remaining $50,000 payment plus $3,091 interest and $5,000 for 5,000,000 shares of restricted stock issued for a total of $58,091 has been capitalized as mineral property acquisition costs.

NOTE 9.

THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent Statement of Financial Accounting Standards (SFAS) SFAS 155-160 and their effect on the Company.

Statement No. 155 Accounting for Certain Hybrid Financial Instruments

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, which amends SFAS No. 133, Accounting for Derivatives Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. SFAS No. 155 amends SFAS No. 133 to narrow the scope exception for interest-only and principal-only strips on debt instruments to include only such strips representing rights to receive a specified portion of the contractual interest or principle cash flows. SFAS No. 155 also amends SFAS No. 140 to allow qualifying special-purpose entities to hold a passive derivative financial instrument pertaining to beneficial interests that itself is a derivative instrument.

Statement No. 156 Accounting for Servicing of Financial Assets

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, which provides an approach to simplify efforts to obtain hedge-like (offset) accounting. This Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. The Statement (1) requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations; (2) requires that a separately recognized servicing asset or servicing liability be initially measured at fair value, if practicable; (3) permits an entity to choose either the amortization method or the fair value method for subsequent measurement for each class of separately recognized servicing assets or servicing liabilities; (4) permits at initial adoption a one-time reclassification of available-for-sale securities to trading securities by an entity with recognized servicing rights, provided the securities reclassified offset the entity's exposure to changes in the fair value of the servicing assets or liabilities; and (5) requires separate



F-15



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presentation of servicing assets and servicing liabilities subsequently measured at fair value in the balance sheet and additional disclosures for all separately recognized servicing assets and servicing liabilities. SFAS No. 156 is effective for all separately recognized servicing assets and liabilities as of the beginning of an entity's fiscal year that begins after September 15, 2006, with earlier adoption permitted in certain circumstances. The Statement also describes the manner in which it should be initially applied.

Statement No. 157  Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, to clarify how to measure fair value and to expand disclosures about fair value measurements. The expanded disclosures include the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value on earnings and is applicable whenever other standards require (or permit) assets and liabilities to be measured at fair value. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.

Statement No. 158 Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R)

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R).To improve financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.

The adoption of this new Statement is not expected to have a material effect on the Companys current financial position, results or operations, or cash flows.

Statement No. 159 The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115.This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments.

The adoption of this new Statement is not expected to have a material effect on the Companys current financial position, results or operations, or cash flows.

Statement No. 141 (revised 2007) Business Combinations

In December 2007, the FASB revised SFAS No. 141, Business Combinations.This revision changes the way the minority interest in a company is measured, recorded and reported in the parent companies financial statements to the end that a statement user can better evaluate the nature and financial effects of the business combination.

The adoption of this new Statement is not expected to have a material effect on the Companys current financial position, results or operations, or cash flows.

Statement No. 160 Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51.A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements related to the noncontrolling or minority interest.

The adoption of these new Statements is not expected to have a material effect on the Companys current financial position, results or operations, or cash flows.



F-16



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ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A.

CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of April 30, 2008, the end of the year covered by this report, our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

There have been no significant changes in our internal controls over financial reporting that occurred during the year ended April 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 8A(T)

CONTROLS AND PROCEDURES.

Managements Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of April 30, 2008, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Managements Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with managements authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations



24



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of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Our management has concluded that, as of April 30, 2008, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.

This annual report does not include an attestation report of our companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only managements report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgement and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during the year ended April 30, 2008 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.



25



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PART III

ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors, executive officers and significant employees, their ages, positions held, and duration as such, are as follows:

|                  |  |                                                 |  |     |  |                                
|----------------- |  | ----------------------------------------------- |  | --- |  | -------------------------------
|Name              |  | Position Held
with the Company                  |  | Age |  | Date First Elected or Appointed
|Stephen B. Parent |  | Chief Executive Officer, President and Director |  | 63  |  | June 8, 2006                   
|David J. Salari   |  | Chief Operating Officer and Director            |  | 51  |  | January 30, 2006               
|Larry M. Bigler   |  | Director                                        |  | 59  |  | December 18, 2007              
|Daniel J. Forbush |  | Chief Financial Officer and Director            |  | 55  |  | March 23, 2007                 
|John R. Rose      |  | Director                                        |  | 65  |  | May 16, 2007                   

Stephen Parent - Chief Executive Officer, President and Director

Mr. Parent is the President, Chief Executive Officer and a director of our company. Mr. Parent has worked in the mining industry for nearly 25 years and has managed the exploration and development operations of several junior public mining companies in the United States and Canada. Mr. Parent is the Founder and previous Chief Executive Officer and Chairman of GoldSpring, Inc., a publicly traded precious metals mining company that operates the Plum Mine located in Nevadas Comstock Lode region near Virginia City. Plum Mine is a cyanide heap leach operation currently producing gold and silver.

Mr. Parent has been responsible for evaluation, acquisition and development of mining projects and served as the Chief Executive Officer of Ecovery, Inc. a private company with two significant mining projects: The Big Mike Copper Project and the GoldSpring Placer Project both now owned by GoldSpring. Mr. Parent is also the founder, President and Chief Executive Officer of Aztech Environmental Industries, Inc.

David J. Salari, P.Eng  Chief Operating Officer and Director

Mr. Salari is the Chief Operating Officer and a director of our company. Mr. Salari has served as a director of General Gold Corporation since November 17, 2004. Mr. Salari is a Professional Engineer who over the past 20 years, has been involved in the design, supply, and commissioning of mining and mineral processing systems throughout the world for gold and silver, base metals, and industrial minerals. Commencing in 2004 and presently Mr. Salari is the President of D.E.N.M. Engineering, a company engaged in the engineering, design and installation of mineral processing equipment and systems.

From 1986 to 2004 Mr. Salari was the Vice President of MPE International Inc. where he managed the engineering and design of metallurgical processing equipment for precious, base, and industrial minerals. From 1980 to 1986 Mr. Salari worked with Placer Development Ltd. in various metallurgist and engineering capacities.

More recently, he spearheaded as Process Manager the construction and start-up of a 4000 TPD heap leach operation at the Plum Mine in the Comstock Lode region of Nevada. His duties included heap pad construction, recovery plant, and dealing with The Nevada Division of Environmental Protection in permit related issues. Mr. Salari is a graduate of the University of Toronto (1980) with a BASC degree in Metallurgical Engineering.



26



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Larry M. Bigler  Independent Director

Larry Bigler has over 30 years of mining experience. Mr. Bigler is a practicing Certified Public Accountant with many mining clients. Mr. Bigler formerly was CFO, Vice President, and Director for Oro Nevada Resources and was instrumental in raising C$ 40 million from an initial public offering. From 1987 until 1992 he was Treasurer and Controller for Getchell Gold where he completed an initial public offering and a gold loan. He has degrees in economics and accounting and has published many articles on mining financial issues.

Daniel Forbush, CPA, MBA  Chief Financial Officer and Director

Daniel J. Forbush, a Certified Public Accountant brings over 25 year of mining industry experience. Mr. Forbushs diverse background in financial management includes positions at such Fortune 500 firms as Glamis Gold, Ltd., AMOCO, TENNECO and Arthur Andersen & Company. Beginning in 1999, Mr. Forbush focused on start-up opportunities including the building of a public accounting firm (Forbush and Associates) since November 2000 and business consulting firm (Core Business Builders Inc.) since January of 2004, and has functioned as Chief Financial Officer and Treasurer for a $25 million residential development and building contractor and a number of other smaller enterprises. He was initially recruited as Controller for Glamis Gold, Inc., the U.S. operating entity of Glamis Gold, Ltd. serving therein from 1988 to 1997 and Chief Financial Officer and Treasurer from 1997 to 1999, for Glamis Gold, Ltd., directing all aspects of financial, administrative and operations management for this $200MM NYSE-listed, multi-national corporation. Prior experience includes Corporate Director of Managerial Accounting, Echo Bay Mines, Ltd., 1986-1987. Nevada Operations Controller for Tenneco Minerals prior to its acquisition by Echo Bay Mines; General Accounting Supervisor for AMOCO; Assistant Controller for Cyprus Industrial Minerals Company; and, Senior Auditor for Arthur Andersen & Company.

John R. Rose, MBA  Independent Director

John Rose extensive experience in business operations and as the CEO and owner of companies in a diverse range of industries including the mining industry, airlines, retailing, ranching and international trading. Mr. Rose established, operated and recently sold a company that manufactured Pharmaceutical Drugs.

Mr. Rose received his MBA from Thunderbird International School of Global Business in 2006.

Family Relationships

There are no family relationships.

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended April 30, 2008. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware Corporate Law and our By-laws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

For the year ended April 30, 2008 our only standing committee of the board of directors was our audit committee.

Audit Committee

Currently our audit committee consists of Daniel Forbush, Larry M. Bigler and John Rose. The function of the audit committee is to meet with our independent auditors at least annually to review, upon completion of the annual audit, financial results for the year, as reported in our financial statements; recommend to the Board the independent auditors to be retained; review the engagement of the independent auditors, including the scope, extent and procedures of the audit and the compensation to be paid therefore; assist and interact with the independent auditors in order that they may carry out their duties in the most efficient and cost effective manner; and review and approve all professional services provided to us by the independent auditors and considers the possible effect of such services on the independence of the auditors.

During fiscal 2008, there were no meetings held by the audit committee. The business of the audit committee was conducted by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.



27



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Audit Committee Financial Expert

Our board of directors has determined that Larry M. Bigler of its audit committee qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

Director Independence

We currently act with 5 directors, consisting of Stephen Parent, David Salari, Larry M. Bigler, Daniel Forbush and John Rose. We have determined that Larry M. Bigler and John Rose qualify as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1.

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended April 30, 2008, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:

|                |  |                        |  |                                                       |  |                                
|--------------- |  | ---------------------- |  | ----------------------------------------------------- |  | -------------------------------
|Name            |  | Number of Late Reports |  | Number of Transactions Not
Reported on a Timely Basis |  | Failure to File
Requested Forms
|Stephen Parent  |  | 2(1)                   |  | 51(1)                                                 |  | Nil                            
|David Salari    |  | 1(1)                   |  | 1(1)                                                  |  | Nil                            
|Daniel Forbush  |  | 1(2)                   |  | 1(2)                                                  |  | Nil                            
|John Rose       |  | N/A                    |  | N/A                                                   |  | Nil                            
|Larry M. Bigler |  | 1(2)                   |  | 1(2)                                                  |  | Nil                            

(1)

The named officer, director or greater than 10% stockholder, as applicable, filed a late Form 4 - Statement of Changes in Beneficial Ownership of Securities.

(2)

The named officer, director or greater than 10% stockholder, as applicable, filed a late Form 3  Initial Statement of Beneficial Ownership of Securities.

Code of Ethics

Effective August 10, 2006, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (being our principal executive officers and principal accounting officers), as well as our independent directors and other persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:



28



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1.

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2.

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

3.

compliance with applicable governmental laws, rules and regulations;

4.

the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

5.

accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

Procedure for Submitting Shareholder Proposals

We encourage shareholders to submit proposals, questions or concerns to us by writing to our President or any member of our Board of Directors. All written communications with Board members are treated as confidential. Instructions and contact our President and/or our Board of Directors at our executive offices. Once a proposal, question or concern is received by our President or a Board member, the communication is reviewed and addressed accordingly.

Procedure for Submitting Shareholder Proposals Related to Nominee as Director

See Procedures for Submitting Shareholder Proposals above.



29



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ITEM 10.

EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

·

our principal executive officer;

·

each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended April 30, 2008; and

·

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive officers, of our years ended April 30, 2008, 2007 and 2006, are set out in the following summary compensation tables:

Summary Compensation Table

|                                                                        |  |                |  |                            |  |                   |  |                      |  |                          |  |                                                |  |                                                       |  |                                 |  |                           
|----------------------------------------------------------------------- |  | -------------- |  | -------------------------- |  | ----------------- |  | -------------------- |  | ------------------------ |  | ---------------------------------------------- |  | ----------------------------------------------------- |  | ------------------------------- |  | --------------------------
|Name and Principal
Position                                             |  | Year           |  | Salary
(US$)               |  | Bonus
(US$)       |  | Stock 
Awards 
(US$) |  | Option 
Awards 
(US$)(7) |  | Nonequity 
Incentive 
Plan 
Compensation
(US$) |  | Non-
qualified 
Deferred 
Compensation Earnings
(US$) |  | All Other Compensation (US$)(1) |  | Total
(US$)               
|Stephen Parent
Principal Executive Officer, President, CEO and Director |  | 2008
2007
2006 |  | $132,000
$134,000
$120,000 |  | Nil
Nil
  $25,000 |  | $112,500
Nil
Nil     |  | $41,391
Nil
Nil          |  | Nil
Nil
Nil                                    |  | Nil
Nil
Nil                                           |  | Nil
Nil
Nil                     |  | $285,891
$134,000
$145,000
|Daniel Forbush
Principal Financial Officer, CFO and Director            |  | 2008
2007
2006 |  | $99,000
$5,000
N/A         |  | Nil
Nil
N/A       |  | $112,500
$19,000
N/A |  | $41,391
Nil
N/A          |  | Nil
Nil
N/A                                    |  | Nil
Nil
N/A                                           |  | Nil
Nil
N/A                     |  | $252,891
$24,000
N/A      
|David J. Salari
Chief Operating Officer and Director                    |  | 2008
2007
2006 |  | NilNil
Nil                 |  | Nil
Nil
Nil       |  | $15,000
Nil
Nil      |  | $5,519
Nil
Nil           |  | Nil
Nio
Nil                                    |  | Nil
Nil
Nil                                           |  | $10,000(2)Nil
Nil               |  | $30,519
Nil
Nil           

(1)

The value of perquisites and other personal benefits, securities and property for the officers that do not exceed the lesser of $10,000 or 10% of the total of the annual salary and bonus and is not reported herein.

(2)

Non-employee Directors Fees.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of April 30, 2008.



|               |  |                                                                 |  |                                                                   |  |                                                                                            |  |                       |  |                        |  |                                                         |  |                                                               |  |                                                                                                      |  |                                                                                                                     
|-------------- |  | --------------------------------------------------------------- |  | ----------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | --------------------- |  | ---------------------- |  | ------------------------------------------------------- |  | ------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------
|               |  | Option Awards                                                   |  | Stock Awards                                                     
|Name           |  | Number of Securities Underlying Unexercised Options Exercisable |  | Number of Securities Underlying Unexercised Options Unexercisable |  | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options |  | Option Exercise Price |  | Option Expiration Date |  | Number of Shares or Units of Stock that Have Not Vested |  | Market Value of Shares or Units of Stock that Have Not Vested |  | Equity Incentive Plan Awards : Number of Unearned Shares, Units or Other Rights that Have Not Vested |  | Equity Incentive Plan Awards : Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
|Stephen Parent |  | 70000                                                           |  | Nil                                                               |  | Nil                                                                                        |  | .25                   |  | 10/31/08               |  | Nil                                                     |  | Nil                                                           |  | Nil                                                                                                  |  | Nil                                                                                                                 
|Stephen Parent |  | 750000                                                          |  | Nil                                                               |  | Nil                                                                                        |  | .25                   |  | 4/8/10                 |  | Nil                                                     |  | Nil                                                           |  | Nil                                                                                                  |  | Nil                                                                                                                 
|David Salari   |  | 100000                                                          |  | Nil                                                               |  | Nil                                                                                        |  | .25                   |  | 4/8/10                 |  | Nil                                                     |  | Nil                                                           |  | Nil                                                                                                  |  | Nil                                                                                                                 
|Daniel Forbush |  | 125000                                                          |  | Nil                                                               |  | Nil                                                                                        |  | .25                   |  | 10/31/08               |  | Nil                                                     |  | Nil                                                           |  | Nil                                                                                                  |  | Nil                                                                                                                 
|Daniel Forbush |  | 750000                                                          |  | Nil                                                               |  | Nil                                                                                        |  | .25                   |  | 4/8/10                 |  | Nil                                                     |  | Nil                                                           |  | Nil                                                                                                  |  | Nil                                                                                                                 



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COMPENSATION PLANS

As of April 30, 2008, we did not have any compensation plans in place. However, we may issue stock options to our directors, officers and employees in the future, upon adoption of a stock option plan.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers receive stock options at the discretion of our Board. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Employment Contracts

We have not entered into any employment agreements or compensation arrangements with any of our named executive officers.

Compensation of Directors

Beginning July 1, 2007, we compensate our non-employee directors for their service in their capacity as directors, consisting of $1,000 per month or any part thereof.  Non-employee directors also receive stock warrants to purchase common stock as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

The following table sets forth for each director, unless such director is also a named executive officer, the particulars of all compensation paid or accruing for the last fiscal year ended April 30, 2008

|                |  |                                   |  |                    |  |                        |  |                                             |  |                                                    |  |                                 |  |            
|--------------- |  | --------------------------------- |  | ------------------ |  | ---------------------- |  | ------------------------------------------- |  | -------------------------------------------------- |  | ------------------------------- |  | -----------
|Name            |  | Fees Earned or Paid in Cash
(US$) |  | Stock Awards
(US$) |  | Option Awards
(US$)(7) |  | Nonequity Incentive Plan Compensation
(US$) |  | Non-qualified Deferred Compensation Earnings
(US$) |  | All Other Compensation
(US$)(1) |  | Total
(US$)
|John R. Rose    |  | $10,000                           |  | $15,000            |  | Nil                    |  | Nil                                         |  | Nil                                                |  | Nil                             |  | $25,000    
|Larry M. Bigler |  | $5,000                            |  | $30,000            |  | $11,037                |  | Nil                                         |  | Nil                                                |  | Nil                             |  | $46,037    





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ITEM 11.

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

The following table sets forth, as of July 30, 2008, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.



|                                                        |  |                                           |  |                       
|------------------------------------------------------- |  | ----------------------------------------- |  | ----------------------
|Name and Address of
Beneficial Owner                    |  | Amount and Nature of
Beneficial Ownership |  | Percentage
of Class(1)
|David Salari
Oakville, Ontario                          |  | 200,000                                   |  | 0.2                   
|Stephen Parent
Scottsdale, Arizona                      |  | 7,447,668                                 |  | 6.9                   
|Daniel Forbush
Reno, Nevada                             |  | 2,300,000                                 |  | 2.0                   
|John Rose
Phoenix Arizona                               |  | 698,400                                   |  | 0.6                   
|Larry M. Bigler
Reno, Nevada                            |  | 523,412                                   |  | 0.5                   
|Grassy Mole Enterprises
Vancouver, BC                   |  | 9,570,000                                 |  | 8.7                   
|Directors and Executive Officers as a Group (5 persons) |  | 11,169,480                                |  | 10.2                  

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the persons actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 30, 2008. As of July 30, 2008, there were 102,256,698 shares of our companys common stock issued and outstanding.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

Equity Plan Compensation Information

The Company recently instituted the 2008 Stock Plan to retain the services of valued key employees, directors and consultants of our company and to encourage such persons to acquire a greater proprietary interest in our company, thereby strengthening their incentive to achieve the objectives of our shareholders and to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to our consultants. There are 12,500,000 shares authorized to be issued under the plan. As of July 30, 2008 no shares or share options had been issued under the plan.



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ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

There have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

Corporate Governance

Currently our audit committee consists of Daniel Forbush, Larry M. Bigler and John Rose. The function of the audit committee is to meet with our independent auditors at least annually to review, upon completion of the annual audit, financial results for the year, as reported in our financial statements; recommend to the Board the independent auditors to be retained; review the engagement of the independent auditors, including the scope, extent and procedures of the audit and the compensation to be paid therefore; assist and interact with the independent auditors in order that they may carry out their duties in the most efficient and cost effective manner; and review and approve all professional services provided to us by the independent auditors and considers the possible effect of such services on the independence of the auditors.

During fiscal 2008, there were no meetings held by the audit committee. The business of the audit committee was conducted by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.

Transactions with Independent Directors

Our independent directors did not enter into any transaction, relationship or arrangement during the year ended April 30, 2008 that was considered by our board of directors in determining whether the directors maintained their independence in accordance with section 803 of the Amex Company Guide.

ITEM 13.

EXHIBITS.

Exhibits required by Item 601 of Regulation S-B

|     |                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)  | Articles of Incorporation and By-laws                                                                                                                                                                                                                      
|3.1  | Certificate of Incorporation (incorporated by reference from our Registration Statement on Form 10-SB12G filed on August 24, 1999)                                                                                                                         
|3.2  | By-Laws (incorporated by reference from our Registration Statement on Form 10-SB12G filed on August 24, 1999)                                                                                                                                              
|3.3  | Amendment to Certificate of Incorporation (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)                                                                                                                       
|(10) | Material Contracts                                                                                                                                                                                                                                         
|10.1 | Letter of Intent between General Gold Corporation and Gold Range, LLC dated November 14, 2004 (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)                                                                   
|10.2 | Amendment to Letter of Intent between General Gold Corporation and Gold Range, LLC dated December 31, 2004 (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006).                                                     
|10.3 | Assignment of Lease Agreement between General Gold Corporation and Gold Range Company, LLC dated April 29, 2005 (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006).                                                
|10.4 | Assignment of Lease and Consent Agreement between Independence Gold-Silver Mines Inc., Gold Range Company, LLC and General Gold Corporation dated June 29, 2005 (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006).
|10.5 | Lease Agreement between Independence Gold-Silver Mines Inc. and Gold Range Company, LLC dated July 13, 2005 (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)                                                     





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|     |                                                                                                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.6 | Share Purchase Agreement dated January 20, 2006 among General Gold Corporation, Recov Energy Corp. and the selling shareholders of General Gold Corporation (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006).
|10.7 | Share Purchase Agreement dated March 15, 2007 between our company and Sanibel Investments Ltd. (incorporated by reference from our Current Report on Form 8-K filed on March 22, 2007).                                                                
|(14) | Code of Ethics                                                                                                                                                                                                                                         
|14.1 | Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)                                                                                                                                              
|(21) | Subsidiaries                                                                                                                                                                                                                                           
|     | General Gold Corporation, a Nevada company                                                                                                                                                                                                             
|(31) | Section 302 Certification                                                                                                                                                                                                                              
|31.1 | Section 302 Certification of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                          
|31.2 | Section 302 Certification of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                          
|(32) | Section 906 Certification                                                                                                                                                                                                                              
|32.1 | Section 906 Certification of the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                                                                           
|32.2 | Section 906 Certification of the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                                                                           

ITEM 14.

PRINCIPAL ACCOUNTANTS FEES AND SERVICES

Audit Fees

For the fiscal periods ended April 30, 2008 and 2007, the aggregate fees billed by Moore & Associates, Chartered for professional services rendered for the audit of our annual financial statements included in our annual report on Form 10-KSB were $6,125 and $2,000, respectively.

Audit Related Fees

For the fiscal periods ended April 30, 2008 and 2007, the aggregate fees billed for assurance and related services by Moore & Associates, Chartered relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above, was $nil and $nil, respectively.

Tax Fees

For the fiscal periods ended April 30, 2008 and 2007, the aggregate fees billed by Moore & Associates, Chartered for other non-audit professional services, other than those services listed above, totalled $nil and $nil, respectively.

We do not use Moore & Associates, Chartered for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Moore & Associates, Chartered to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Moore & Associates, Chartered is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

·

approved by our audit committee; or

·

entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by Moore & Associates, Chartered and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Moore & Associates, Chartered independence.



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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |                            |                                                                                        
|-------------------- | -------------------------- | ---------------------------------------------------------------------------------------
|                     | GENERAL METALS CORPORATION
|                     |                            |                                                                                        
|                     |                            |                                                                                        
|Date: August 7, 2008 | By:                        | /s/ STEPHEN PARENT                                                                     
|                     |                            | Stephen Parent                                                                         
|                     |                            | Chief Executive Officer and President
(Principal Executive Officer)                    
|                     |                            |                                                                                        
|Date: August 7, 2008 | By:                        | /s/ DANIEL FORBUSH                                                                     
|                     |                            | Daniel Forbush                                                                         
|                     |                            | Chief Financial Officer 
(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|                      |  |                                      |  |               
|--------------------- |  | ------------------------------------ |  | --------------
|Signature             |  | Title                                |  | Date          
|                      |  |                                      |  |               
|/s/ STEPHEN PARENT    |  | President, Chief Executive Officer   |  | August 7, 2008
|Stephen Parent        |  | and Director                         |  |               
|                      |  |                                      |  |               
|/s/ DAVID J. SOLARI   |  | Chief Operating Officer and Director |  | August 7, 2008
|David J. Salari       |  |                                      |  |               
|                      |  |                                      |  |               
|/s/ DANIEL J. FORBUSH |  | Chief Financial Officer and Director |  | August 7, 2008
|Daniel J. Forbush     |  |                                      |  |               
|                      |  |                                      |  |               
|/s/ LARRY M BIGLER    |  | Director                             |  | August 7, 2008
|Larry M. Bigler       |  |                                      |  |               
|                      |  |                                      |  |               
|/s/ JOHN ROSE         |  | Director                             |  | August 7, 2008
|John Rose             |  |                                      |  |               







35