# UNITED STATES SECURITIES AND
EXCHANGE COMMISSION Washington, D.C. 20549

# FORM 10-QSB

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

| | For
the quarterly period ended  July 31, 2004
| | ---------------------------------------------

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

| | For
the transition period from _________ to ________
| | ----------------------------------------------------

| | Commission
File No.  333-82277
| | ------------------------------

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

|                                                               |                                     
|-------------------------------------------------------------- | ------------------------------------
|Nevada                                                         | 76-0594911                          
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

Suite 107 - 1576 Merklin Street, White Rock, British Columbia, Canada V4B 5K2(Address
of principal executive offices)

604.536.5687 (Issuers
telephone number, including area code)

N/A(Former Name, Former
Address if Changed Since last Report)

Check whether the issuer (1) filed
all reports 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
 [     ]     No  [X]
| | ------------------------

# [APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCY

# PROCEEDINGS DURING THE
PRECEDING FIVE YEARS]

Check whether the registrant filed
all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after distribution of securities under a plan confirmed by a
court.  Yes  [  ]     No  [  ].

# [APPLICABLE ONLY TO
CORPORATE ISSUERS]

State the number of shares
outstanding of each of the issuers classes of common equity as of the latest
practicable date:

As of September 10, 2004, there
were 12,500,000 shares of common stock, par value $0.001, outstanding.

Transitional Small Business
Disclosure Format (Check One):  Yes  [     ]     No  [X]

---

2

# PART I  FINANCIAL
INFORMATION

# Item 1. Financial
Statements.

General Gold Corporation(A
Development Stage Company) July 31, 2004

|                                  | Index
|--------------------------------- | -----
|Balance Sheets                    | F-1  
|Statements of Operations          | F-2  
|Statements of Cash Flows          | F-3  
|Notes to the Financial Statements | F-4  

---

F-1

General Gold Corporation (A
Development Stage Company) Balance Sheets (expressed in U.S. dollars)

|                                                         | July 31,
2004
$
(unaudited) | April 30,
2004
$
(audited)
|-------------------------------------------------------- | --------------------------- | --------------------------
|                                                         |                             |                           
|ASSETS                                                   |                             |                           
|Current Assets                                           |                             |                           
|Cash                                                     |                             |                           
|                                                        
|Total Assets                                             |                             |                           
|                                                        
|LIABILITIES AND STOCKHOLDERS' DEFICIT                    |                             |                           
|Current Liabilities                                      |                             |                           
|Accounts payable                                         |                             |                           
|Accrued liabilities                                      |                             |                           
|Due to related party (Note 3(a))                         |                             |                           
|                                                        
|Total Liabilities                                        |                             |                           
|                                                        
|Contingent Liability (Note 1)                            |                             |                           
|Stockholders' Deficit                                    |                             |                           
|Common Stock:                                            |                             |                           
|50,000,000 shares authorized with a par value of $0.001; |                             |                           
|12,500,000 shares issued and outstanding                 |                             |                           
|Additional Paid-in Capital (Discount) (Note 4)           |                             |                           
|Donated Capital (Note 3(b))                              |                             |                           
|Deficit Accumulated During the Development Stage         |                             |                           
|                                                        
|Total Stockholders' Deficit                              |                             |                           
|                                                        
|Total Liabilities and Stockholders' Deficit              |                             |                           
|                                                        

(The accompanying notes
are an integral part of the financial statements)

---

F-2

General Gold Corporation (A Development
Stage Company) Statements of Operations (expressed in U.S. dollars) (unaudited)

|                                        | Accumulated from
July 17, 1998
(Date of Inception)
to July 31, | For the
Three Months Ended
July 31,
|--------------------------------------- | -------------------------------------------------------------- | -----------------------------------
|                                        | 2004
$                                                         | 2004
$                             
|Revenue                                 |                                                                |                                    
|                                       
|Expenses                                |                                                                |                                    
|Amortization of license write-off       |                                                                |                                    
|Donated overhead (Note 3(b))            |                                                                |                                    
|Donated services (Note 3(b))            |                                                                |                                    
|Filing and regulatory                   |                                                                |                                    
|General and administrative              |                                                                |                                    
|Professional fees                       |                                                                |                                    
|                                       
|Total Expenses                          |                                                                |                                    
|                                       
|Loss from operations                    |                                                                |                                    
|Gain on forgiveness of debt (Note 3(c)) |                                                                |                                    
|                                       
|Net Loss for the Period                 |                                                                |                                    
|                                       
|Basic and Diluted Loss Per Share        |                                                                |                                    
|                                       
|Weighted Average Shares Outstanding     |                                                                |                                    
|                                       

(The accompanying notes
are an integral part of the financial statements)

---

F-3

General Gold Corporation (A
Development Stage Company) Statements of Cash Flows (expressed in U.S. dollars)
(unaudited)

|                                                      | For the
Three Months Ended
July 31,
|----------------------------------------------------- | -----------------------------------
|                                                      | 2004
$                             
|Cash Flows to Operating Activities                    |                                    
|Net loss                                              |                                    
|Adjustments to reconcile net loss to net cash used by |                                    
|operating activities                                  |                                    
|Donated services                                      |                                    
|Donated overhead                                      |                                    
|Change in operating assets and liabilities            |                                    
|Accounts payable and accrued liabilities              |                                    
|                                                     
|Net Cash Used by Operating Activities                 |                                    
|                                                     
|Net Cash Used by Investing Activities                 |                                    
|                                                     
|Cash Flows From Financing Activities                  |                                    
|Due to related party                                  |                                    
|                                                     
|Net Cash Provided by Financing Activities             |                                    
|                                                     
|Change in Cash                                        |                                    
|Cash - Beginning of Period                            |                                    
|                                                     
|Cash - End of Period                                  |                                    
|                                                     
|Non-Cash Investing and Financing Activities           |                                    
|                                                     
|Supplemental Disclosures                              |                                    
|Interest paid                                         |                                    
|Income tax paid                                       |                                    

(The accompanying notes
are an integral part of the financial statements)

---

F-4

1.          Development Stage
Company

| | General
Gold Corporation (the Company) was incorporated in the State of Nevada, U.S.A.
on July 17, 1998 under the name Gentry Resources, Inc. Effective July 7, 2003, the Company
changed its name to General Gold Corporation. The Company acquired a license in 1999 to
market and distribute an oxygen enriched water product called Biocatalyst.
However, due to a dispute with the original license holder, the Company lost its rights to
the license.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Companys current business plan is as a blank check company. Under the
Securities Act of 1933, a blank check company is defined as a development stage company
that has no specific business plan or purpose or has indicated that its business plan is
to engage in a merger or acquisition with an unidentified company or companies and is
issuing penny stock securities.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company is a development stage company, in which management is devoting most of its
activities to investigating business opportunities. Planned principal activities have not
yet commenced. The ability of the Company to emerge from the development stage with
respect to any planned principal business activity is dependent upon its successful
efforts to raise additional equity financing and find an appropriate merger candidate.
There is no guarantee that the Company will be able to raise any equity financing or find
an appropriate merger candidate. As at July 31 2004, the Company has a working capital
deficiency of $18,016 and accumulated losses of $58,853 since inception. These financial
statements do not include any adjustments to the recoverability and classification of
recorded asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. There is substantial doubt regarding
the Companys ability to continue as a going concern.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.          Summary of Significant
Accounting Policies

| | a) | Year
End
| | -- | --------

| | The
Companys year-end is April 30.
| | -----------------------------------

| | b) | 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 disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | Cash
and Cash Equivalents
| | -- | -------------------------

| | The
Company considers all highly liquid instruments with maturity of three months or less at
the time of issuance to be cash equivalents.
| | -----------------------------------------------------------------------------------------------------------------------------------------

| | e) | Comprehensive
Loss
| | -- | ------------------

| | SFAS
No. 130, Reporting Comprehensive Income, establishes standards for the
reporting and display of comprehensive loss and its components in the financial
statements. As at July 31, 2004 and 2003, the Company has no items that represent
comprehensive loss and, therefore, has not included a schedule of comprehensive loss in
the financial statements.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

F-5

2.         Summary
of Significant Accounting Policies (continued)

| | f) | Financial
Instruments
| | -- | ---------------------

| | The
fair values of accounts payable, accrued liabilities and due to related party were
estimated to approximate their carrying values due to the immediate or short-term maturity
of these financial instruments.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | g) | Foreign
Currency Translation
| | -- | ----------------------------

| | The
Companys functional and reporting currency is the United States dollar. Monetary
assets and liabilities denominated in foreign currencies are translated in accordance with
SFAS No. 52 Foreign Currency Translation using the exchange rate prevailing at
the balance sheet date. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the determination of income.
Foreign currency transactions are primarily undertaken in Canadian dollars. The Company
has not, to the date of these financials statements, entered into derivative instruments
to offset the impact of foreign currency fluctuations.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | h) | Income
Taxes
| | -- | ------------

| | Potential
benefits of income tax losses are not recognized in the accounts until realization is more
likely than not. The Company has adopted SFAS No. 109 as of its inception. Pursuant to
SFAS No. 109 the Company is required to compute tax asset benefits for net operating
losses carried forward. Potential benefit of net operating losses have not been recognized
in these financial statements because the Company cannot be assured it is more likely than
not it will utilize the net operating losses carried forward in future years.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | i) | Recent
Accounting Pronouncements
| | -- | --------------------------------

| | In
December 2003, the United States Securities and Exchange Commission issued Staff
Accounting Bulletin No. 104, Revenue Recognition (SAB 104), which
supersedes SAB 101, Revenue Recognition in Financial Statements. The primary
purpose of SAB 104 is to rescind accounting guidance contained in SAB 101 related to
multiple element revenue arrangements, which was superseded as a result of the issuance of
EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables.
While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the
revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB
104. The adoption of SAB 104 did not have a material impact on the Companys
financial statements.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | j) | Interim
Financial Statements
| | -- | ----------------------------

| | These
interim unaudited financial statements have been prepared on the same basis as the annual
financial statements and in the opinion of management, reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the Companys
financial position, results of operations and cash flows for the periods shown. The
results of operations for such periods are not necessarily indicative of the results
expected for a full year or for any future period.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.          Related Party
Transactions/Balances

| | (a) | At July 31, 2004, the President of the Company is owed $12,131 for cash advances
               and reimbursement of expenses paid on behalf of the Company. This amount is
               non-interest bearing, unsecured and due on demand.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | The Company has received donated services and overhead from the current and
               former President of the Company valued at $500 per month for services and $250
               per month for overhead.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | The amount owing to the former President of the Company was non-interest bearing
               and unsecured with no fixed terms of repayment. During the year ended April 30,
               2003, $12,887 of expenses which consisted largely of professional fees, were
               paid for on behalf of the Company by this related party. The former President
               agreed to forgive all amounts owing to him and as a result, $16,887 was
               recognized during the year ended April 30, 2003 as a gain on forgiveness of
               debt.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.           Common Stock

| | On
March 8, 2004, the Company affected a forward stock split on a five new shares for one old
share basis as approved by the directors of the Company. All share amounts have been
retroactively adjusted for all periods presented.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

3

# Item 2.         
Managements Discussion and Analysis or Plan of Operation.

The following discussion and analysis
of our financial condition and results of operations should be read in conjunction with
the financial statements and accompanying notes and the other financial information
appearing elsewhere in this report. The statements contained in this section include
projections of future results and forward-looking statements as that term is
defined in the Exchange Act. All statements that are included in this report, other than
statements of historical fact, are forward-looking statements. Although we believe that
the expectations reflected in these forward-looking statements are reasonable, we can give
no assurance that such expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the expectations are disclosed
in this report, including, without limitation, general business conditions.

OVERVIEW

Corporate History

We were incorporated on July 17, 1998
under the laws of the State of Nevada, under the name Gentry Resources, Inc., in the early
developmental and promotional stages. On July 7, 2003, we changed our name to General Gold
Corporation. To date, our only activities have been organizational, directed at raising
our initial capital and developing our business plan. We have not commenced operations. We
have no full time employees and own no real estate.

Our Current Business

As we do not presently have an
operating business that we can pursue, we are seeking to either identify a suitable
business opportunity or enter into a suitable business combination. Management of our
company does not believe that we will be able to generate revenues without finding and
completing the acquisition of a suitable business opportunity. In addition, if no suitable
business opportunity is identified, shareholders will not realize any further return on
their investment in our company, and there will be no market for our common shares.

We continue to seek a new business
opportunity. Once a business opportunity has been identified, we will investigate and
evaluate the business opportunity. In selecting a suitable business opportunity,
management intends to focus on the potential for future profits and strength of current
operating management of the business opportunity. We have not put industry or
geographically specific limitations on the nature of acquisitions or business
opportunities to be evaluated. Management believes that the greatest potential lies in
technology and goods or products-related industries, rather than principally service
industries. Nevertheless, this shall not preclude the investigation or evaluation of any
other category of business or industry. We will conduct our own investigation to identify
an appropriate business opportunity, and will seek a potential business opportunity from
all known sources, relying principally upon personal contacts of our officers and
directors, as well as indirect associations between them and other business and
professional people.

Evaluation of Opportunities

The analysis of new business
opportunities will be undertaken by, or under the supervision of our management.
Management intends to concentrate on identifying prospective business opportunities which
may be brought to managements attention through present associations. In analyzing
prospective business opportunities, management will consider, among other factors, such
matters as:

| | (a) | the
available technical, financial and managerial resources;
| | --- | ------------------------------------------------------------

| | (b) | working capital and other financial requirements;
| | --- | -------------------------------------------------

| | (c) | history of operations, if any;
| | --- | ------------------------------

| | (d) | prospects for the future;
| | --- | -------------------------

| | (e) | present and expected competition;
| | --- | ---------------------------------

---

4

| | (f) | the quality and experience of management services which may be available and the
               depth of that management;
| | --- | -------------------------------------------------------------------------------------------------------------------------

| | (g) | the potential for further research, development or exploration;
| | --- | ---------------------------------------------------------------

| | (h) | specific risk factors not now foreseeable but which may be anticipated as having
               an impact on our proposed activities;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

| | (i) | the potential for growth or expansion;
| | --- | --------------------------------------

| | (j) | the potential for profit;
| | --- | -------------------------

| | (k) | the perceived public recognition or acceptance of products, services or trades;
               and
| | --- | --------------------------------------------------------------------------------------------------

| | (l) | name identification.
| | --- | --------------------

Management will meet personally with
the management and key personnel of the firm sponsoring the business opportunity as part
of their investigation. To the extent possible, we intend to utilize written reports and
personal investigation to evaluate the above factors. We will not acquire or merge with
any company for which audited financial statements cannot be obtained.

Opportunities in which we participate
will present certain risks, many of which cannot be identified adequately prior to
selecting a specific opportunity. Our shareholders must, therefore, depend on management
to identify and evaluate such risks. Promoters of some opportunities may have been unable
to develop a going concern or may present a business in its development stage (in that it
has not generated significant revenues from its principal business activities prior to our
participation). Even after our participation, there is a risk that the combined enterprise
may not become a going concern or advance beyond the development stage. Other
opportunities may involve new and untested products, processes, or market strategies which
may not succeed. Such risks will be assumed by us and, therefore, our shareholders.

The investigation of specific
business opportunities and the negotiation, drafting, and execution of relevant
agreements, disclosure documents, and other instruments will require substantial
management time and attention as well as substantial costs for accountants, attorneys, and
others. If a decision is made not to participate in a specific business opportunity the
costs incurred in the related investigation would not be recoverable. Furthermore, even if
an agreement is reached for the participation in a specific business opportunity, the
failure to consummate that transaction may result in the loss by of the related costs
incurred. There is the additional risk that we will not find a suitable target. Management
does not believe that we will generate revenue without finding and completing the
acquisition of a suitable business opportunity or a transaction with a suitable target
company. If no such business opportunity target is found, therefore, no return on an
investment in our company will be realized, and there will not, most likely, be a market
for our common shares.

Acquisition of Opportunities

In implementing a structure for a
particular business acquisition, we may become a party to a merger, consolidation,
reorganization, joint venture, franchise or licensing agreement with another corporation
or entity. We may also purchase stock or assets of an existing business. It is likely that
any merger with an existing company will be in the form of a reverse takeover, which will
require both shareholder approval and a disclosure document. Once a transaction is
complete, it is possible that our present management and shareholders will not be in
control of our company. In addition, our management may resign, as part of the terms of
the transaction, and be replaced by new officers and directors without a vote of our
shareholders.

It is anticipated that securities
issued in any such reorganization would be issued in reliance on exemptions from
registration under applicable securities laws. In some circumstances, however, as a
negotiated element of the potential transaction, we may agree to register such securities
either at the time the transaction is consummated, under certain conditions or at a
specified time thereafter. The issuance of substantial additional securities. and their
potential sale into any trading market in our common shares which may develop, may have a
depressive effect on such market.

---

5

As part of our investigation of a
potential business combination or opportunity, our officers and directors may:

| | (a) | meet personally with management and key personnel;
| | --- | --------------------------------------------------

| | (b) | visit and inspect material facilities;
| | --- | --------------------------------------

| | (c) | obtain independent analysis or verification of certain information provided;
| | --- | ----------------------------------------------------------------------------

| | (d) | check references of management and key personnel; and
| | --- | -----------------------------------------------------

| | (e) | take other reasonable investigative measures, as our limited financial resources
               and management expertise allow.
| | --- | -------------------------------------------------------------------------------------------------------------------------------

The manner in which we participate in
an opportunity with a target company will depend on the nature of the opportunity, our
needs and desires, the needs and desires of the other party, management of the
opportunity, and our relative negotiating strength. With respect to any mergers or
acquisitions, negotiations with target company management will be expected to focus on the
percentage of our company which the target companys shareholders would acquire in
exchange for their shareholdings in the target company. Depending upon, among other
things, the target companys assets and liabilities, our shareholders will, in all
likelihood, hold a smaller percentage ownership interest in our company following any
merger or acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a target company with substantial assets. Any merger or acquisition
effected by us can be expected to have a significant dilutive effect on the percentage of
shares held by our then shareholders.

To date, we have not conducted
investigations of any business opportunity or company nor have we met with representatives
of any company or business. There can be no assurance that management will ever be able to
identify and secure a suitable business opportunity or that management has the requisite
experience to recognize and understand a business operation that would benefit us. In the
event that management is able to locate what it considers to be a suitable business
opportunity, there can be no assurance that the acquisition of such business opportunity
or the entering into of a business combination will be successful. Selecting a business
opportunity will likely be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries, and shortages of
available capital, management believes that there are numerous firms seeking the benefits
of a publicly-traded corporation. Such benefits of a publicly traded corporation may
include:

| | (a) | facilitating
or improving the terms on which additional equity financing may be           sought;
| | --- | -------------------------------------------------------------------------------------------------

| | (b) | providing
liquidity for the principals of a business;
| | --- | -----------------------------------------------------

| | (c) | creating
a means for providing incentive stock options or similar benefits to           key
employees; and/or
| | --- | -------------------------------------------------------------------------------------------------------------

| | (d) | providing
liquidity (subject to restrictions of applicable statutes) for all
          shareholders.
| | --- | ----------------------------------------------------------------------------------------------------

In contrast, negative aspects of
becoming a publicly traded corporation registered in the United States may include:

| | (a) | complying with the requirements of the Securities Exchange Act of 1934;
| | --- | -----------------------------------------------------------------------

| | (b) | exposure of our officers and directors to lawsuits and liabilities under various
               securities legislation;
| | --- | -----------------------------------------------------------------------------------------------------------------------

| | (c) | distracting managements attention from our day to day operations;
| | --- | ------------------------------------------------------------------

---

6

| | (d) | restricting publicity and other marketing activities to ensure compliance with
               securities law requirements and minimizing the potential liability of our
               management and our company; and/or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | increased legal, accounting and other expenses associated with operating a
               public company.
| | --- | ---------------------------------------------------------------------------------------------------------

Potentially available business
opportunities and/or business combinations may occur in many different industries and at
various stages in the development of a company, all of which will make the task of
comparative investigation and analysis of such business opportunities extremely difficult
and complex.

We are presently seeking to identify
a new business opportunity. As of the date of this annual report, we have no agreements,
understandings or arrangements concerning the acquisition or potential acquisition of a
specific business opportunity.

There is no assurance that management
will be able to secure a suitable prospect or that it has the requisite experience to
recognize and understand a business operation that would be beneficial to us.

Investment Company Act of 1940

The Investment Company Act of 1940
regulates mutual funds and other entities that meet the definition of an investment
company. An entity is presumed to be an investment company if 45% or more of the
value of its total assets (excluding government securities and cash) consists of, and 45%
or more of its income over the last four quarters is derived from securities other than
either government securities or securities issued by entities that it does not control
which are not themselves engaged in the business of investing in securities.

It is not feasible for us to register
as an investment company because the regulations promulgated under the
Investment Company Act of 1940 are inconsistent with our business strategy, which is to
acquire an operating business and continue as an operating company with an active
business.

# 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 outline
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.

Our common shares are considered
speculative during our search for a new business opportunity. Prospective investors should
consider carefully the risk factors set out below.

As there is a large number of
established and well-financed entities actively seeking suitable business opportunities or
business combinations, we are at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination.

We are, and will continue to be, an
insignificant participant amongst numerous other companies seeking a suitable business
opportunity or business combination. A large number of established and well-financed
entities, including venture capital firms, are actively seeking suitable business
opportunities or business combinations which may also be desirable target candidates for
us. Virtually all such entities have significantly greater financial resources, technical
expertise and managerial capabilities than we do. We are, consequently, at a competitive
disadvantage in identifying possible business opportunities and successfully completing a
business combination. Moreover, we will also compete with numerous other small public
companies seeking suitable business opportunities or business combinations.

---

7

We are dependent upon
managements personal abilities to evaluate business opportunities and the loss of
the services of any of these individuals would adversely affect the development of our
business.

Although none of management are key
to our continuing operations, we rely upon the continued service and performance of our
management, and our future success depends on their retention, whose knowledge of our
business and whose technical expertise would be difficult to replace. At this time, none
of our management are bound by employment agreements, and as a result, any of them could
leave with little or no prior notice.

If we are unable to hire and retain
technical, sales and marketing and operational personnel, any business we acquire could be
materially adversely affected. We intend to hire a significant number of additional
personnel in the future after we have identified and completed the acquisition of a
business opportunity or enter into a business combination. Competition for these
individuals in all sectors is intense, and we may not be able to attract, assimilate, or
retain additional highly qualified personnel in the future. The failure to attract,
integrate, motivate and retain these employees could harm our business.

If we are unable to obtain
additional capital to finance the development of any business opportunity that we acquire,
we may be required to delay, scale back or eliminate the development of any business
opportunity that we acquire.

We anticipate that in addition to our
existing capital we will require minimal additional financing while we are seeking a
suitable business opportunity or business combination. Further, we anticipate that with
minimal additional capital we will have sufficient capital to fund our ongoing operations
for the next twelve months or until we complete a business combination or acquire a
business opportunity. However, we may be required to raise additional financing for a
particular business combination or business opportunity. We would likely secure any
additional financing necessary through a private placement of our common shares.

There can be no assurance that, if
required, any such financing will be available upon terms and conditions acceptable to us,
if at all. Our inability to obtain additional financing in a sufficient amount when needed
and upon terms and conditions acceptable to us could have a materially adverse effect upon
our company. Although we believe that we have funds sufficient to meet our immediate
needs, we may require further funds to finance the development of any business opportunity
that we acquire. There can be no assurance that such funds will be available or available
on terms satisfactory to us. If additional funds are raised by issuing equity securities,
further dilution to existing or future shareholders is likely to result. If adequate funds
are not available on acceptable terms when needed, we may be required to delay, scale back
or eliminate the development of any business opportunity that we acquire. Inadequate
funding could also impair our ability to compete in the marketplace, which may result in
the dissolution of our company.

We are a company with a limited
operating history which makes it difficult to evaluate whether we will operate profitably.

We have a limited operating history
on which to base an evaluation of our business and prospects. Our prospects must be
considered in light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies seeking to acquire or establish a new business opportunity. Some
of these risks and uncertainties relate to our ability to identify, secure and complete an
acquisition of a suitable business opportunity.

We cannot be sure that we will be
successful in addressing these risks and uncertainties and our failure to do so could have
a materially adverse effect on our financial condition. In addition, our operating results
are dependent to a large degree upon factors outside of our control. There are no
assurances that we will be successful in addressing these risks, and failure to do so may
adversely affect our business.

It is unlikely that we will generate
any or significant revenues while we seek a suitable business opportunity. Our short and
long-term prospects depend upon our ability to select and secure a suitable business
opportunity. In order for us to make a profit, we will need to successfully acquire a new
business opportunity in order to generate revenues in an amount sufficient to cover any
and all future costs and expenses in connection with any such business opportunity. Even
if we become profitable, we may not sustain or increase our profits on a quarterly or
annual basis in the future.

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8

We will, in all likelihood, sustain
operating expenses without corresponding revenues, at least until we complete a business
combination or acquire a business opportunity. This may result in our company incurring a
net operating loss which will increase continuously until we complete a business
combination or acquire a business opportunity that can generate revenues that result in a
net profit to us. There is no assurance that we will identify a suitable business
opportunity or complete a business combination.

We have not generated any revenues
and our ability to generate revenues is uncertain.

For the year ended April 30, 2004, we have
not generated any revenues and do not anticipate generating any revenues until we acquire
a business opportunity or complete a business combination. As of April 30, 2004, we had
net income of $0. We also had an accumulated deficit of $55,128 as at April 30, 2004. At
this time, our ability to generate any revenues is uncertain.

There is no assurance that we will
successfully locate business opportunities which have established operating histories.

The success of our proposed plan of
operation will depend to a great extent on the operations, financial condition and
management of any identified business opportunity. While management intends to seek
business opportunities and/or business combinations with entities which have established
operating histories, there is no assurance that we will successfully locate business
opportunities meeting such criteria. In the event that we complete a business combination
or otherwise acquire a business opportunity, the success of our operations may be
dependent upon management of the successor firm or venture partner firm, together with a
number of other factors beyond our control.

We have no agreement for a
business combination or other transaction and there can be no assurance that we will be
able to successfully identify and evaluate a suitable business opportunity.

We have no arrangement, agreement, or
understanding with respect to acquiring a business opportunity or engaging in a business
combination with any private entity. There can be no assurance that we will successfully
identify and evaluate suitable business opportunities or conclude a business combination.
There is no assurance that we will be able to negotiate the acquisition of a business
opportunity or a business combination on terms favorable to us. We have not established a
specific length of operating history or a specified level of earnings, assets, net worth
or other criteria which it will require a target business opportunity to have achieved,
and without which we would not consider a business combination in any form with such
business opportunity. Accordingly, we may enter into a business combination with a
business opportunity having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other negative
characteristics.

The loss of William Whittle would
affect our ability to identify a suitable business opportunity or enter into a suitable
business operation.

We consider William Whittle vital to
our continued operations. The loss of the services of this individual, for any reason, may
have a materially adverse effect on our prospects. There can be no assurance in this
regard nor any assurance that we will be able to find a suitable replacement for such
person. Furthermore, we do not maintain key man life insurance on the life of
this individual. To the extent that the services of this individual becomes unavailable,
we will be required to retain other qualified persons, however, there can be no assurance
that we will be able to do so upon acceptable terms.

We have not conducted a market
research on the demand for the acquisition of a business opportunity or combination and
there is no assurance that we will successfully complete such an acquisition or
combination.

We have not conducted or received
results of market research indicating that there is a demand for the acquisition of a
business opportunity or business combination as contemplated by our company. Even if there
is demand for the acquisition of a business opportunity or combination as contemplated,
there is no assurance we will successfully complete such an acquisition or combination.

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9

We are subject to regulation under
the 1934 Act and we may be subject to regulation under the Investment Company Act of 1940
if we engage in a business combination which results in us holding passive investment
interests in a number of entities.

Although we are subject to regulation
under the Securities Exchange Act of 1934, management believes that we are not subject to
regulation under the Investment Company Act of 1940, insofar as we are not engaged in the
business of investing or trading in securities. In the event that we engage in business
combinations which result in our company holding passive investment interests in a number
of entities, we could be subject to regulation under the Investment Company Act of 1940,
meaning that we would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. We have obtained no
formal determination from the Securities and Exchange Commission as to the status of our
company under the Investment Company Act of 1940 and consequently, any violation of such
Act would subject us to material adverse consequences.

Because our proposed operations
may result in a business combination with only one entity we may be subject to economic
fluctuations within a particular business or industry, which could increase the risks
associated with our operations.

In all likelihood, our proposed
operations, even if successful, may result in a business combination with only one entity.
Consequently, the resulting activities will be limited to that entitys business. Our
inability to diversify our activities into a number of areas may subject us to economic
fluctuations within a particular business or industry, thereby increasing the risks
associated with our operations.

If we complete a business
opportunity or combination, management of our company may be required to sell or transfer
common shares or resign as members of our board of directors.

A business combination or acquisition
of a business opportunity involving the issuance of our common shares may result in new or
incoming shareholders obtaining a controlling interest in our company. Any such business
combination or acquisition of a business opportunity may require management of our company
to sell or transfer all or a portion of the common shares in the capital of our company
that they hold or resign as members of our Board of Directors. The resulting change in our
control could result in removal of one or more of our present officers and directors, and
a corresponding reduction in or elimination of their participation in the future affairs
of our company.

If we complete a business
opportunity or combination, we may be required to issue such number of shares which would
reduce the percentage of share ownership held by shareholders which may result in a change
of control of our company.

Our primary plan of operation is
based upon the acquisition of a business opportunity or a business combination with a
private concern, which, in all likelihood, would result in us issuing common shares to
shareholders of such private company. Issuing previously authorized and unissued common
shares in our capital will reduce the percentage of common shares owned by present and
prospective shareholders and may result in a change in our control and/or management.

The requirement of audited
financial statements may disqualify a potential business opportunity or combination.

Management believes that any
potential business opportunity or target company must provide audited financial statements
for review and for the protection of all parties to the business acquisition or
combination. One or more attractive business opportunities may forego a business
combination with us rather than incur the expenses associated with preparing audited
financial statements.

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10

Upon completion of a business
opportunity or combination there can be no assurance that we will be able to successfully
manage or achieve growth of that business opportunity or combination.

Our ability to achieve any planned
growth upon the acquisition of a suitable business opportunity or business combination
will be dependent upon a number of factors including, but not limited to, our ability to
hire, train and assimilate management and other employees and the adequacy of our
financial resources. In addition, there can be no assurance that we will be able to manage
successfully any business opportunity or business combination. Failure to manage
anticipated growth effectively and efficiently could have a materially adverse effect on
our business.

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.

Our By-laws do not contain
anti-takeover provisions which could result in a change of our management and directors if
there is a take-over of our company.

We do not currently have a
shareholder rights plan or any anti-takeover provisions in our By-laws. Without any
anti-takeover provisions, there is no deterrent for a take-over of our company, which may
result in a change in our management and directors.

As all of our assets are located
outside the United States it may be difficult for investors to enforce within the United
States any judgments obtained against our company or any of our officers or directors.

All of our assets are located outside
the United States and we do not currently maintain a permanent place of business within
the United States. In addition, a majority 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.

PLAN OF OPERATION

We are a blank check company whose
plan of operation over the next twelve months is to seek and, if possible, acquire an
operating business or valuable assets by entering into a business combination. We remain
in the development stage and, since inception, have experienced no significant change in
liquidity or capital resources or shareholders equity. Consequently, our balance
sheet as of July 31, 2004, reflects total assets of nil. We are a development stage
company as defined in Statement of Financial Accounting Standards No. 7, Accounting
and Reporting by Development Stage Enterprises. We have not been operational, other
than occasionally searching for a business or venture to acquire, as described below, or
had revenues other than interest income since our inception. All losses accumulated since
inception have been considered as part of our development stage activities.

During the period from July 17, 1998
(Date of Inception) through July 31, 2004, we have engaged in no significant operations
other than organizational activities and preparation of a registration statement to become
a reporting company under the Securities Exchange Act of 1934, as amended. No revenues
were received by us during this period.

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11

The proposed business activities
described herein classify us as a blank check company. Many states have
enacted statutes, rules and regulations limiting the sale of securities of blank
check companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities until such time as we
have successfully implemented our business plan. The SEC defines a blank check company as
one which has no specific business or plan other than to consummate an acquisition of or
merge into another business or entity. A number of states have enacted statutes, rules and
regulations limiting the sale of securities of blank check companies in their
respective jurisdictions. Additionally, some states prohibit the initial offer and sale as
well as any subsequent resale of securities of shell companies to residents of their
states. For this reason, management advises that any potential investor who has an
interest our company should consult local blue sky counsel to determine whether the state
within which that investor resides prohibits the purchase of our shares in that
jurisdiction.

The selection of a business
opportunity in which to participate is complex and risky. Additionally, as we have only
limited resources, it may be difficult to find favorable opportunities. There can be no
assurance that we will be able to identify and acquire any business opportunity which will
ultimately prove to be beneficial to us and our shareholders. We will select any potential
business opportunity based on managements business judgment.

We voluntarily filed a registration
statement on Form 10-SB in order to make information concerning ourselves more readily
available to the public. Management believes that a reporting company under the United
States Securities Exchange Act of 1934, as amended, could provide a prospective merger or
acquisition candidate with additional information concerning us. In addition, management
believes that this might make us more attractive to an operating business opportunity as a
potential business combination candidate. As a result of filing our registration
statement, we are obligated to file with the Commission certain interim and periodic
reports including an annual report containing audited financial statements. We intend to
continue to voluntarily file these periodic reports under the United States Securities
Exchange Act of 1934, as amended, even if our obligation to file such reports is suspended
under applicable provisions of the United States Securities Exchange Act of 1934, as
amended.

Any target acquisition or merger
candidate of ours will become subject to the same reporting requirements as us upon
consummation of any such business combination. Thus, in the event that we successfully
complete an acquisition or merger with another operating business, the resulting combined
business must provide audited financial statements for at least the two most recent fiscal
years or, in the event that the combined operating business has been in business less than
two years, audited financial statements will be required from the period of inception of
the target acquisition or merger candidate.

We have no recent operating history
and no representation is made, nor is any intended, that we will be able to carry on
future business activities successfully. Further, there can be no assurance that we will
have the ability to acquire or merge with an operating business, business opportunity or
property that will be of material value to us.

There is always a present potential
that we may acquire or merge with a business or company in which our promoters,
management, affiliates or associates directly or indirectly have an ownership interest.
There is no formal existing corporate policy regarding such transactions, however, in the
event such a potential arises, we shall disclose any conflict of interest to our directors
and shareholders for purposes of determining whether to acquire or merge with such a
business. Management does not foresee or is aware of any circumstances under which this
policy may be changed.

We will not be restricted in our
search for business combination candidates to any particular geographical area, industry
or industry segment, and may enter into a combination with a private business engaged in
any line of business, including service, finance, mining, manufacturing, real estate, oil
and gas, distribution, transportation, medical, communications, high technology,
biotechnology or any other. Managements discretion is, as a practical matter,
unlimited in the selection of a combination candidate. Our management will seek
combination candidates in the United States and other countries, as available time and
resources permit, through existing associations and by word of mouth. This plan of
operation has been adopted in order to attempt to create value for our shareholders.

At this time, we do not foresee
generating any substantial income over the next 12 months. Our main purpose and goal is to
locate and consummate a merger or acquisition with a private entity. Our directors will be
compensated with stock of any surviving company subsequent to a merger or acquisition with
a private entity.

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12

We have no commitment for any capital
expenditures and foresee none. However, we will incur routine fees and expenses incident
to our reporting duties as a public company, and we will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event we make an
acquisition or attempt but are unable to complete an acquisition. Our cash requirements
for the next 12 months are relatively modest, principally accounting expenses and other
expenses relating to making filings required under the United States Securities Exchange
Act of 1934, as amended, which should not exceed $1,500 per fiscal quarter. Any travel,
lodging or other expenses which may arise related to finding, investigating and attempting
to complete a combination with one or more potential acquisitions could also amount to
thousands of dollars.

We will only be able to pay our
future debts and meet operating expenses by raising additional funds, acquiring a
profitable company or otherwise generating positive cash flow. As a practical matter, we
are unlikely to generate positive cash flow by any means other than acquiring a company
with such cash flow. We believe that management members or shareholders will loan funds to
us as needed for operations prior to completion of an acquisition. Management and the
shareholders are not obligated to provide funds to us, however, and it is not certain they
will always want or be financially able to do so. Our shareholders and management members
who advance money to us to cover operating expenses will expect to be reimbursed, either
by us or by the company acquired, prior to or at the time of completing a combination. We
have no intention of borrowing money to reimburse or pay salaries to any of our officers,
directors or shareholders or their affiliates. There currently are no plans to sell any of
our additional securities to raise capital, although sales of securities may be necessary
to obtain needed funds. Our current management and our counsel have agreed to continue
their services to us and to accrue sums owed them for services and expenses and expect
payment reimbursement only.

Should existing management or
shareholders refuse to advance needed funds, however, we would be forced to turn to
outside parties to either loan money to us or buy our securities. There is no assurance
whatever that we will be able at need to raise necessary funds from outside sources. Such
a lack of funds could result in severe consequences to us, including among others:

| | (1) | failure to make timely filings with the SEC as required by the United States
                    Securities Exchange Act of 1934, as amended, which also probably would result in
                    suspension of trading or quotation in our stock and could result in fines and
                    penalties to us under the United States Securities Exchange Act of 1934, as
                    amended;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | curtailing or eliminating our ability to locate and perform suitable
                    investigations of potential acquisitions; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

| | (3) | inability to complete a desirable acquisition due to lack of funds to pay legal
                    and accounting fees and acquisition-related expenses.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

We hope to require potential
candidate companies to deposit funds with us that we can use to defray professional fees
and travel, lodging and other due diligence expenses incurred by our management related to
finding and investigating a candidate company and negotiating and consummating a business
combination. There is no assurance that any potential candidate will agree to make such a
deposit. We do not intend to do any product research or development.

We do not expect to buy or sell any
real estate, plant or equipment except as such a purchase might occur by way of a business
combination that is structured as an asset purchase, and no such asset purchase currently
is anticipated. Similarly, we do not expect to add additional employees or any full-time
employees except as a result of completing a business combination, and any such employees
likely will be persons already then employed by the company acquired. In our Independent
Auditors Report, our accountants state that our failure to generate revenues and
conduct operations since our inception raise substantial doubt about our ability to
continue as a going concern. We will require substantial working capital, and currently
has inadequate capital to fund our business. We may be unable to raise the funds necessary
for implementing our business plan, which could severely limit our operations and cause
our stock to be worthless.

RESULTS OF OPERATIONS

During the period from July 17, 1998
(Date of Inception) through July 31, 2004, we have engaged in no significant operations
other than accounting, legal and filing costs associated with continuous disclosure
requirements of the United States Securities Exchange Act of 1934, as amended. We have
received the benefit of donated services from our sole director and President valued at
$500 per month and donated rent and overhead valued at $250 per month.

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13

We anticipate that we will not
generate revenues other than interest income, if any, and may continue to operate at a
loss in the future, depending upon the performance of an acquired business.

LIQUIDITY AND CAPITAL
RESOURCES

We have no cash or other assets. We
remain in the development stage and, since inception, have experienced no significant
change in liquidity or capital resources or stockholders deficit. Consequently, our
balance sheet as of July 31, 2004, reflects current assets of $47.

We cannot predict to what extent our
liquidity and capital resources will be diminished prior to the consummation of a business
combination or whether our capital will be further depleted by the operating losses (if
any) of the business entity which we may eventually acquire.

We will need additional capital to
carry out our business plan to engage in a business combination. No commitments to provide
additional funds have been made by our management or stockholders. There can be no
assurance that any additional funds will be available on terms acceptable to us, if at
all. If our cash assets prove to be inadequate to meet our operational needs, then we
might seek to compensate providers of services by issuances of stock in lieu of cash. On
July 31, 2004 we had a working capital deficiency of $18,016 and as a result our cash on
hand is not adequate enough to meet our operational needs.

Going Concern

Due to the uncertainty of our ability
to meet our current operating expenses and working capital deficiency noted above, in
their report on the annual financial statements as of and for the year ended April 30,
2004, 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 obtaining further financing and 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 or future 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.

Recently Issued Accounting Standards

In December 2003, the United States
Securities and Exchange Commission issued Staff Accounting Bulletin No. 104, Revenue
Recognition (SAB 104), which supersedes SAB 101, Revenue
Recognition in Financial Statements. The primary purposes of SAB 104 is to rescind
accounting guidance contained in SAB 101 related to multiple element revenue arrangements,
which was superseded as a result of the issuance of EITF 00-21, Accounting for
Revenue Arrangements with Multiple Deliverables. While the wording of SAB 104 has
changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB
101 remain largely unchanged by the issuance of SAB 104. The adoption of SAB 104 does not
have a material impact on our companys financial statements.

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14

APPLICATION OF CRITICAL
ACCOUNTING POLICIES

Our financial statements and accompanying
notes are prepared in accordance with generally accepted accounting principles 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 consolidated financial
statements is critical to an understanding of our financials.

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 disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

We consider all highly liquid
instruments with maturity of three months or less at the time of issuance to be cash
equivalents.

Donated Services and Rent

We have received donated services and
overhead from our former President and from our current President valued at $500 per month
for services and $250 per month for overhead.

Financial Instruments

The fair values of accounts payable,
accrued liabilities and amounts due to a related party were estimated to approximate their
carrying values due to the immediate or short-term maturity of these financial
instruments.

# Item 3.          Controls and
Procedures.

As required by Rule 13a-15 under the
Securities Exchange Act of 1934, as of the end of the period covered by the annual report,
being July 31, 2004, we have carried out an evaluation of the effectiveness of the design
and operation of our companys disclosure controls and procedures. This evaluation
was carried out under the supervision and with the participation of our companys
management, including our companys president and our companys chief executive
officer. Based upon that evaluation, our companys president and our companys
chief executive officerconcluded that our companys disclosure controls and
procedures are effective as at the end of the period covered by this report. There has
been no significant changes in our companys internal controls or in other factors,
which could significantly affect internal control subsequent to the date we carried out
our evaluation.

Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information required to
be disclosed in our companys reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commissions rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our companys reports filed under the
Exchange Act is accumulated and communicated to management, including our companys
chairman and chief financial as appropriate, to allow timely decisions regarding required
disclosure.

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15

# PART II  OTHER
INFORMATION

# Item 1.          Legal Proceedings

None.

# Item 2.          Unregistered
Sales of Equity Securities and Use of Proceeds

None.

# Item 3.          Defaults Upon
Senior Securities

None.

# Item 4.          Submission of Matters
to a Vote of Security Holders

None.

# Item 5.          Other Information

None.

# Item 6.          Exhibits and
Reports on Form 8-K.

Exhibits required by Item
601 of Regulation S-B

# (3)       Articles of
Incorporation and By-laws.

|3.1 | Articles
of Incorporation (incorporated by reference from our Registration Statement on Form S-1,
filed on July 2, 1999).
|--- | -------------------------------------------------------------------------------------------------------------------------

|3.2 | By-laws
(incorporated by reference from our Registration Statement on Form S-1, filed on July 2,
1999).
|--- | -------------------------------------------------------------------------------------------------------

|3.3 | Amendment
to the Articles of Incorporation (incorporated by reference our Quarterly Report on Form
10-QSB, filed on November 17, 2003).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

# (4)       Instruments Defining
the Rights of Holders, including Indentures.

|4.1 | Specimen
Stock Certificate (incorporated by reference from our Registration Statement on Form
10-SB, filed on March 10, 2000).
|--- | ------------------------------------------------------------------------------------------------------------------------------

# (31)     Section 302
Certification.

|31.1 | Section
302 Certification.
|---- | --------------------------

# (32)     Section 906
Certification.

|32.1 | Section
906 Certification.
|---- | --------------------------

Reports on Form 8-K

None.

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16

# SIGNATURES

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

# GENERAL GOLD CORPORATION

/s/ William WhittleBy: William WhittleDirector, Chief Executive
Officer, Chief Financial Officer and President (Principal Executive Officer and
Principal Financial Officer) Date: September 14, 2004