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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-QSB/A



(Mark One)

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



For the quarterly period ended March 31, 2006





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



For the transition period from ________________________ to _____________________





Commission File Number 0-2660





NAPTAU GOLD CORPORATION

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



Delaware                                    22-3386947

(State or other jurisdiction of                   (IRS Employer

incorporation or organization)                 Identification No.)



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



103 E. Holly St. Suite 303

Bellingham, WA 98226

(Address of principal executive offices)



(604) 277-5252

(Issuer's telephone number)





(Former name, former address and former fiscal year, if changed since last report)



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



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 |x|  No |­_|



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  59,060,560 shares of Common Stock, $.001 par value, were outstanding, as of May 13, 2006.



Transitional Small Business Disclosure Format (check one):

Yes |_|  No |X|



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Form 10-QSB



INDEX



Page

Number





PART I. FINANCIAL INFORMATION .............................................  2



Item 1. Financial Statements ..............................................  2



Balance Sheet .....................................................  2



Statements of Operations ..........................................  3



Statements of Stockholders Deficit ...............................  4



Statements of Cash Flows ..........................................  5



Notes to Financial Statements .....................................  6



Item 2. Plan of Operation .................................................  8





Item 3. Controls and Procedures ...........................................  8





PART II OTHER INFORMATION .................................................  9



Item 1. Legal Proceedings .................................................  9



Item 2. Changes in Securities .............................................  9



Item 3. Defaults upon Senior Securities

9



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

9



Item 5. Other Information

9



Item 6. Exhibits and reports on Form 8-K

9





SIGNATURES................... .............................................  10





Exhibits 31 & 32  CERTIFICATIONS





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PART 1. FINANCIAL INFORMATION



Item 1.  Financial Statements



NAPTAU GOLD CORPORATION

(A Development Stage Company)

BALANCE SHEET

March 31, 2006

(Unaudited)





|                      |                                                                |                                   |                 |                                       |                
|--------------------- | -------------------------------------------------------------- | --------------------------------- | --------------- | ------------------------------------- | ---------------
|                      |                                                                |                                   |                 | ASSETS                                |                
|Current Asset         |                                                               
|                      | Cash                                                           |                                   | $           110
|                      |                                                                |                                   |                 | LIABILITIES AND STOCKHOLDERS' DEFICIT |                
|Current Liabilities   |                                                               
|                      | Accounts payable                                               | $       23,758                   
|                      | Accrued management compensation                                | 300,750                          
|                      | Accrued interest                                               | 2,678                            
|                      | Loans payable, related parties                                 | 47,953                           
|                      |                                                                |                                   |                 | Total current liabilities             | 375,139        
|Stockholders' Deficit |                                                               
|                      | Preferred stock - authorized 5,000,000 shares, par value $.001 |                                  
|                      |                                                                | none issued or outstanding        |                
|                      | Common stock - authorized 500,000,000 shares, par value $.001 
|                      |                                                                | 59,060,560 issued and outstanding | 59,061         
|                      | Common stock issuable; 9,550,000 shares                        | 9,550                            
|                      | Additional paid-in capital                                     | 5,213,481                        
|                      | Stock subscriptions                                            | (720,000)                        
|                      | Accumulated deficit                                            | (2,632,475)                      
|                      | Deficit accumulated during the development stage               | (2,304,646)                      
|                      |                                                                |                                   |                 |                                       | (375,029)      
|                      |                                                                |                                   |                 |                                       | $           110
|                      |                                                                |                                   |                 |                                       |                









See Notes to Financial Statements



2



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NAPTAU GOLD CORPORATION

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2006 and 2005, and for the 
Period from October 1, 2003 (the effective date of the development stage) through

March 31, 2006

(Unaudited)





|                                  |                            |                |               |                |                                   |           |                                   |  |                                        
|--------------------------------- | -------------------------- | -------------- | ------------- | -------------- | --------------------------------- | --------- | --------------------------------- |  | ---------------------------------------
|                                  |                            |                |               |                | Three Months
Ended
March 31, 2006 |           | Three Months
Ended
March 31, 2005 |  | Cumulative During the Development Stage
|Revenues                          | $           -              |                | $           - |                | $              -                 
|Expenses                          |                            |                |               |                |                                  
|                                  | Management compensation    | 29,250         |               | 29,250         |                                   | 2,235,750
|                                  | General and administrative | 1,823          |               | 12,080         |                                   | 65,699   
|                                  | Interest                   | 637            |               |                |                                   | 3,197    
|                                  |                            |                |               |                | 31,710                            |           | 41,330                            |  | 2,304,646                              
|                                  |                            |                |               | Net Loss       | $   (31,710)                      |           | $   (41,330)                      |  | $ (2,304,646)                          
|Loss per Common Share (basic and  |                            |                |               |                |                                  
|                                  | fully diluted)             | $       (0.00) |               | $       (0.00) |                                   |          
|                                  |                            |                |               |                |                                   |           |                                   |  |                                        
|Weighted average number of common |                            |                |               |                |                                  
|                                  | shares outstanding         | 68,610,560     |               | 68,610,560     |                                   |          
|                                  |                            |                |               |                |                                   |           |                                   |  |                                        







See Notes to Financial Statements



3



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NAPTAU GOLD CORPORATION

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Three Months Ended March 31, 2006 and for the 
Period from October 1, 2003 (the effective date of the development stage) through

March 31, 2006

(Unaudited)





|                                       |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             |                       |               |                   |            |  |             |  |      
|-------------------------------------- | -------------------------- |  | ------------- |  | ---------- | --------------- | ----------- | ------------ | ------------ | ---------- | ----------- | ------- | ------------------ | ------------ | ---------------------- | ----------- | ----------------- | ----------- | --------------------- | ------------- | ----------------- | ---------- |  | ----------- |  | -----
|                                       |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             |                       |               |                   |            |  | Deficit     |  |      
|                                       |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             |                       |               |                   |            |  | Accumulated |  |      
|                                       |                            |  |               |  |            |                 |             |              |              |            |             |         |                    | Common Stock |                        | Additional  |                   |             |                       |               |                   | During the |  |            
|                                       |                            |  |               |  |            | Preferred Stock |             | Common Stock |              | Issuable   |             | Paid-in |                    | Stock        |                        | Accumulated |                   | Development |                       |              
|                                       |                            |  |               |  |            | Shares          |             | Amount       |              | Shares     |             | Amount  |                    | Shares       |                        | Amount      |                   | Capital     |                       | Subscriptions |                   | Deficit    |  | Stage       |  | Total
|Balance, October 1, 2003               | -                          |  | $           - |  | 6,133,500  |                 | $     6,134 |              | -            |            | $         - |         | $        1,582,105 |              | $                    - |             | $     (2,632,475) |             | $                   - |               | $    (1,044,236) 
|Common stock issuable for              |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             |                       |               |                  
|                                       | management compensation,   |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             |                       |               |                   |           
|                                       | October 2003               |  |               |  |            |                 |             |              |              | 39,000,000 |             | 39,000  |                    | 1,911,000    |                        |             |                   |             |                       |               |                   | 1,950,000 
|Common stock issuable for              |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             |                       |               |                  
|                                       | debt and accrued expenses, |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             |                       |               |                   |           
|                                       | October 2003               |  |               |  |            |                 |             |              |              | 20,477,060 |             | 20,477  |                    | 1,003,376    |                        |             |                   |             |                       |               |                   | 1,023,853 
|Net loss for period                    |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             | (1,986,287)           |               | (1,986,287)      
|Balance, December 31, 2003             | -                          |  | -             |  | 6,133,500  |                 | 6,134       |              | 59,477,060   |            | 59,477      |         | 4,496,481          |              |                        |             | (2,632,475)       |             | (1,986,287)           |               | (56,670)         
|Stock subscription issued for services |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             |                       |               |                  
|                                       | to be provided, May 2004   |  |               |  |            | 3,000,000       |             | 3,000        |              |            |             |         |                    | 717,000      |                        | (720,000)   |                   |             |                       |               |                   | -         
|Issuance of common stock issuable      |                            |  |               |  | 49,927,060 |                 | 49,927      |              | (49,927,060) |            | (49,927)    |         |                    |              |                        |             |                   |             |                       |               | -                
|Net loss                               |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             | (121,966)             |               | (121,966)        
|Balance, December 31, 2004             | -                          |  | -             |  | 59,060,560 |                 | 59,061      |              | 9,550,000    |            | 9,550       |         | 5,213,481          |              | (720,000)              |             | (2,632,475)       |             | (2,108,253)           |               | (178,636)        
|Net loss                               |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             | (164,683)             |               | (164,683)        
|Balance, December 31, 2005             |                            |  |               |  | 59,060,560 |                 | 59,061      |              | 9,550,000    |            | 9,550       |         | 5,213,481          |              | (720,000)              |             | (2,632,475)       |             | (2,272,936)           |               | (343,319)        
|Net loss for period                    |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             | (31,710)              |               | (31,710)         
|Balance, March 31, 2006                | -                          |  | $           - |  | 59,060,560 |                 | $   59,061  |              | 9,550,000    |            | $    9,550  |         | $        5,213,481 |              | $        (720,000)     |             | $     (2,632,475) |             | $    (2,304,646)      |               | $       (375,029)
|                                       |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             |                       |               |                   |            |  |             |  |      





See Notes to Financial Statements



4



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NAPTAU GOLD CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2006 and 2005, and for the 
Period from October 1, 2003 (the effective date of the development stage) through

March 31, 2006

(Unaudited)





|                                                   |                                                        |                                                   |                     |                                           |                                   |               |                                   |  |                                        
|-------------------------------------------------- | ------------------------------------------------------ | ------------------------------------------------- | ------------------- | ----------------------------------------- | --------------------------------- | ------------- | --------------------------------- |  | ---------------------------------------
|                                                   |                                                        |                                                   |                     |                                           | Three Months Ended
March 31, 2006 |               | Three Months Ended
March 31, 2005 |  | Cumulative During the Development Stage
|Cash Flows from Operating Activities               |                                                        |                                                   |                     |                                           |                                  
|                                                   | Net loss for period                                    | $       (31,710)                                  |                     | $       (41,330)                          |                                   | $ (2,304,646)
|                                                   | Adjustments to reconcile net loss to net cash          |                                                   |                     |                                           |                                   |              
|                                                   |                                                        | used in operating activities                      |                     |                                           |                                   |               |                                  
|                                                   |                                                        | Common stock issuable for management compensation |                     |                                           |                                   |               | 1,950,000                        
|                                                   | Changes in operating assets and liabilities            |                                                   |                     |                                           |                                   |              
|                                                   |                                                        | Increase in accounts payable and accrued interest | (10,320)            |                                           | (730)                             |               | 57,390                           
|                                                   |                                                        | Accrued management compensation                   | 29,250              |                                           | 29,250                            |               | 249,250                          
|                                                   |                                                        |                                                   |                     | Net cash used in operating activities     | (12,780)                          |               | (12,810)                          |  | (48,006)                               
|Cash Flows from Financing Activities               |                                                        |                                                   |                     |                                           |                                  
|                                                   | Proceeds from loans payable, related parties           | 12,841                                            |                     | 3,625                                     |                                   | 95,573       
|                                                   | Proceeds from contracts payable                        |                                                   |                     |                                           |                                   | 12,361       
|                                                   | Payments on loans payable                              |                                                   |                     |                                           |                                   | (59,821)     
|                                                   |                                                        |                                                   |                     | Net cash provided by financing activities | 12,841                            |               | 3,625                             |  | 48,113                                 
|                                                   |                                                        |                                                   |                     | Net change in cash                        | 61                                |               | (9,185)                           |  | 107                                    
|Cash, beginning of period                          | 49                                                     |                                                   | 9,240               |                                           | 3                                
|Cash, end of period                                | $             110                                      |                                                   | $                55 |                                           | $            110                 
|                                                   |                                                        |                                                   |                     |                                           |                                   |               |                                   |  |                                        
|Supplementary information - Non-cash Transactions: |                                                        |                                                   |                     |                                           |                                  
|                                                   | Common stock issuable for debt and accrued expenses    | $                -                                |                     | $                -                        |                                   | $  1,023,853 
|                                                   | Stock subscriptions issued for services to be provided | $                -                                |                     | $                -                        |                                   | $     720,000
|                                                   |                                                        |                                                   |                     |                                           |                                   |               |                                   |  |                                        







See Notes to Financial Statements



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NOTES TO FINANCIAL STATEMENTS







Note 1.  Organization and Significant Accounting Policies



Organization



Naptau Gold Corporation (the "Company") was formed under the laws of the State of Delaware on January 8, 1988.  The Company's principal business activity was the exploration and development of mineral properties until it reorganized.  Effective as of October 1, 2003, the Company discontinued its operations related to mineral properties and re-entered the development stage to examine new opportunities in the acquisition and development of projects related to the base metal sectors of the mining industry and pursue potential opportunities in the hospitality, real estate, and hotel sectors.  Accordingly, these interim period financial statements have been prepared treating the Company as a development stage company, effective as of October 1, 2003.



The Company's offices are currently provided on a rent-free basis by the Chief Financial Officer of the Company.  Due to limited Company operations, any facilities expenses are not material and have not been recognized in these interim period financial statements.



Interim Period Financial Statements



The interim period financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC").  Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations.  The interim period financial statements should be read together with the audited financial statements and accompanying notes included in the Company's audited financial statements for the year ended December 31, 2005.  In the opinion of the Company, the unaudited financial statements contained herein contain all adjustments (consisting of a normal recurring nature) necessary to present a fair statement of the results of the interim periods presented.



Going Concern



The Company has incurred significant losses from operations in each of the last two fiscal years and has an accumulated deficit at March 31, 2006.  The Company's ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations.  The interim period financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Management of the Company has undertaken steps as part of a plan with the goal of sustaining Company operations for the next twelve months and beyond.  These steps include:  (a) attempting to raise additional capital and/or other forms of financing; (b) controlling overhead and expenses, and (c) considering other business alternatives.  There can be no assurance that any of these efforts will be successful.



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Earnings per Share



Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period.  Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares.  There were no potentially dilutive securities held as of March 31, 2006 or 2005.  Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations.



Stock Based Compensation



Prior to January 1, 2006, the Company accounted for stock-based awards under the intrinsic value method, which followed the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations.  The intrinsic value method of accounting resulted in compensation expense for stock options to the extent that the exercise prices were set below the fair market price of the Companys stock at the date of grant.



As of January 1, 2006, the Company adopted SFAS No. 123(R) using the modified prospective method, which requires measurement of compensation cost for all stock-based awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest.  The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Companys valuation techniques previously utilized for options in footnote disclosures required under SFAS No. 123, Accounting for Stock Based Compensation, as amended by SFAS No. 148, Accounting for Stock Based Compensation Transition and Disclosure.



Since the Company did not issue stock options to employees during the three months ended March 31, 2006 or 2005, there is no effect on net loss or earnings per share had the Company applied the fair value recognition provisions of SFAS No. 123(R) to stock-based employee compensation.  When the Company issues shares of common stock to employees and others, the shares of common stock are valued based on the market price at the date the shares of common stock are approved for issuance.



Recent Accounting Pronouncements



There have been no recent pronouncements since December 31, 2005 that are expected to have a material effect on the financial statements of the Company.





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Item 2. Plan of Operation

THE FOLLOWING INFORMATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF THE COMPANY.  FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT.  FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY," "SHALL," "WILL," "COULD," "EXPECT," "ESTIMATE," "ANTICIPATE," PLAN, "PREDICT," "PROBABLE," "POSSIBLE," "SHOULD," "CONTINUE," OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS.  THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE.  OUR FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

This discussion and analysis should be read in conjunction with the accompanying Financial Statements and related notes. Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statementdate and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions.  Our estimates were based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.  Our critical accounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments, are outlined below and have not changed significantly.

With the completion of the re-organization in 1994 the Company is expanding its areas of interest in addition to the historical mineral exploration activities carried on in the past.  Management has identified potential opportunities in the hospitality, real estate and hotel sectors of the economy as well as new opportunities related to the acquisition and development of projects related to the base metal sectors of the mining industry.  We are in the process of identifying and isolating companies with cash flow streams to which we can add value, bridge short term problems, and accumulate equity positions to the benefit of our shareholders.

Limited Operations: The Company has not generated any significant revenues and will not generate significant revenues until it is able to develop new projects and sources of financing.  During this quarter the Company actively pursued opportunities related to its business.

At March 31, 2006 the Company had a stockholders' deficit of $375,029.

Liquidity: The financial statements of the Company contained herein have been prepared on a going concern basis.  If the Company were unable to raise funds necessary to continue operations or were unable to generate positive cash flow from new operations, it might be forced to liquidate. In such event, it is unlikely that the Company would realize amounts sufficient to liquidate its liabilities recorded on the balance sheet.

Substantial Indebtedness to Related Parties: The Company owed an aggregate of $348,703, including accrued management compensation and loans payable, primarily to Officers, Directors and related parties.  There can be no assurance that the Company will be able to satisfy its obligations to the Related Parties.

Item 3. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.



As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Companys Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to section 240.13a-15(b) of the Exchange Act of 1934, which are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq) is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuers management, including



8



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its principal executive and principal financial officers, as appropriate to allow timely discussions regarding required disclosure, particularly during the period in which this report was prepared.  Based upon that evaluation, the Companys Chief Executive and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic filings with the U.S. Securities and Exchange Commission.

However, due to the limited funding available to staff administrative and clerical positions, the Company continues to rely on its principal financial officer and treasurer to perform substantially all of the basic accounting functions.  It is not possible to adequately segregate the accounting responsibilities so that the person receiving and recording accounting entries is not the same person that is reconciling and reviewing the accounts and therefore extra diligence must be exercised during the period these tasks are combined and this weakness exists.   Because the volume of accounting transactions at this time is very low, the extra burden on the other members of the Company to carry out this extra diligence is minimal and manageable.

It is also recognized, for similar reason, the Company has not designated an audit committee and should address this concern at the earliest possible opportunity.

The Company is committed in its efforts to stabilize its financing to allow for adequate staffing of the accounting department and the addition of an audit committee once operations commence.



(b) Changes in Internal Controls.

There were no significant changes in our internal controls or in other factors that could significantly affect these internal controls subsequent to the date of our most recent evaluation.







PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

None

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

No changes to securities were made during this reporting period.

Item 3.  Defaults upon Senior Securities

None

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

None during this reporting period.

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

a)

Exhibits: The following Exhibits are furnished as part of this report.



*16 - Item 4.01 Changes in Registrants Certifying Accountant



31 & 32  Certification



*     Incorporated by reference to Companys Form 8-K filed March 30, 2005 File Number 0002600







9



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



NAPTAU GOLD CORPORATION



/s/ J. Greig

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

Dated: July 17, 2006

By: Dr. J. Greig, Ph.D.

CEO and

Principal Executive Officer





/s/ Edward D. Renyk

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

Dated: July 17, 2006

By: Edward D. Renyk, CA

CFO and

Principal Accounting Officer





10



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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Naptau Gold Corporation (the Company) on Form 10-QSB for the period ending March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dr. J. Greig, Chief Executive Officer of the Company, certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934 (the Exchange Act), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

1.

I have reviewed this Report;

2.

Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.

Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of, and for, the periods presented in this Report;

4.

I and the other certifying officers of the Company are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(c)

Disclosed in this Report any change in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter (the Companys fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and

5.

I and the other certifying officers have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and to the audit committee of the Companys board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

/s/ J. Greig



Dr. J. Greig, Chief Executive Officer

July 17, 2006







---





Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Naptau Gold Corporation (the Company) on Form 10-QSB for the period ending March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Edward Renyk, Chief Financial Officer of the Company, certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934 (the Exchange Act), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

1.

I have reviewed this Report;

2.

Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.

Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of, and for, the periods presented in this Report;

4.

I and the other certifying officers of the Company are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(c)

Disclosed in this Report any change in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter (the Companys fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and

5.

I and the other certifying officers have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and to the audit committee of the Companys board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

/s/ E.  D. Renyk



Edward Renyk, Chief Financial Officer

July 17, 2006







---





Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Naptau Gold Corporation. (the Company) on Form 10-QSB for the period ending March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), we, Dr. J. Greig, Chief Executive Officer of the Company, and Edward Renyk, Chief Financial Officer of the Company, respectively certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:



1.

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ J. Greig

/s/ E. D. Renyk



Dr. J. Greig, Chief Executive Officer

Edward Renyk, Chief Financial Officer

July 17, 2006

July 17, 2006