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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-QSB



(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, 2005





|_| 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 daysYes |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 18, 2005.



Transitional Small Business Disclosure Format (check one):

Yes |_|  No |X|



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1



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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



Exhibit 1



Exhibits 31 & 32  CERTIFICATIONS





2



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PETERSON SULLIVAN PLLC

601 UNION STREET   SUITE 2300   SEATTLE WA 98101

(206) 382-7777   FAX 382-7700

CERTIFIED PUBLIC ACCOUNTANTS





PART 1. FINANCIAL INFORMATION



Item 1.  Financial Statements



NAPTAU GOLD CORPORATION

(A Development Stage Company)

BALANCE SHEET

March 31, 2005

(Unaudited)

|                      |                                                                |                                   |                  | ASSETS                                |                 
|--------------------- | -------------------------------------------------------------- | --------------------------------- | ---------------- | ------------------------------------- | ----------------
|Current Asset         |                                                               
|                      | Cash                                                           |                                   | $             55
|                      |                                                                |                                   |                  | LIABILITIES AND STOCKHOLDERS' DEFICIT |                 
|Current Liabilities   |                                                               
|                      | Accounts payable                                               | $        1,379                   
|                      | Accrued management compensation                                | 183,750                          
|                      | Accrued interest                                               | 2,678                            
|                      | Loans payable, related parties                                 | 32,214                           
|                      |                                                                |                                   |                  | Total current liabilities             | 220,021         
|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               | (2,149,583)                       |                 
|                      |                                                                |                                   |                  |                                       | (219,966)       
|                      |                                                                |                                   |                  |                                       | $             55
|                      |                                                                |                                   |                  |                                       |                 







See Notes to Financial Statements



3



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NAPTAU GOLD CORPORATION

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2005 and 2004, and for the 
Period from October 1, 2003 (the effective date of the development stage) through

March 31, 2005

(Unaudited)

|                                  |                                        |                    |               |                    | Three Months
Ended
March 31, 2005 |           | Three Months
Ended
March 31, 2004 |  | Cumulative During the Development Stage
|--------------------------------- | -------------------------------------- | ------------------ | ------------- | ------------------ | --------------------------------- | --------- | --------------------------------- |  | ---------------------------------------
|Revenues                          | $           -                          |                    | $           - |                    | $              -                 
|Expenses                          |                                        |                    |               |                    |                                  
|                                  | Management compensation                | 29,250             |               | 24,750             |                                   | 2,118,750
|                                  | General and administrative             | 12,080             |               | 4,998              |                                   | 29,955   
|                                  | Interest                               |                    |               |                    |                                   | 878      
|                                  |                                        |                    |               |                    | 41,330                            |           | 29,748                            |  | 2,149,583                              
|                                  |                                        |                    |               | Net Loss           | $   (41,330)                      |           | $   (29,748)                      |  | $ (2,149,583)                          
|Loss per Common Share (basic and  |                                        |                    |               |                    |                                  
|                                  | fully diluted) - restated for 2004     | $           (0.00) |               | $           (0.00) |                                   |          
|                                  |                                        |                    |               |                    |                                   |           |                                   |  |                                        
|Weighted average number of common |                                        |                    |               |                    |                                  
|                                  | shares outstanding - restated for 2004 | 68,610,560         |               | 65,610,560         |                                   |          
|                                  |                                        |                    |               |                    |                                   |           |                                   |  |                                        





See Notes to Financial Statements



4



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NAPTAU GOLD CORPORATION

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' DEFICIT

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

March 31, 2005

(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 for period                    |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             | (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 for period                    |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             | (41,330)              |               | (41,330)         
|Balance, March 31, 2005                | -                          |  | $           - |  | 59,060,560 |                 | $   59,061  |              | 9,550,000    |            | $    9,550  |         | $        5,213,481 |              | $        (720,000)     |             | $     (2,632,475) |             | $    (2,149,583)      |               | $       (219,966)
|                                       |                            |  |               |  |            |                 |             |              |              |            |             |         |                    |              |                        |             |                   |             |                       |               |                   |            |  |             |  |      



See Notes to Financial Statements



5



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NAPTAU GOLD CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2005 and 2004, and for the 
Period from October 1, 2003 (the effective date of the development stage) through

March 31, 2005

(Unaudited)

|                                                   |                                                        |                                                   |                     |                                                 | Three Months Ended
March 31, 2005 |               | Three Months Ended
March 31, 2004 |  | Cumulative During the Development Stage
|-------------------------------------------------- | ------------------------------------------------------ | ------------------------------------------------- | ------------------- | ----------------------------------------------- | --------------------------------- | ------------- | --------------------------------- |  | ---------------------------------------
|Cash Flows from Operating Activities               |                                                        |                                                   |                     |                                                 |                                  
|                                                   | Net loss for period                                    | $       (41,330)                                  |                     | $       (29,748)                                |                                   | $ (2,149,583)
|                                                   | 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 expenses | 28,520              |                                                 | 28,461                            |               | 167,262                          
|                                                   |                                                        |                                                   |                     | Net cash flows used in operating activities     | (12,810)                          |               | (1,287)                           |  | (32,321)                               
|Cash Flows from Financing Activities               |                                                        |                                                   |                     |                                                 |                                  
|                                                   | Proceeds from loans payable, related parties           | 3,625                                             |                     | 1,310                                           |                                   | 79,833       
|                                                   | Proceeds from contracts payable                        |                                                   |                     |                                                 |                                   | 12,361       
|                                                   | Payments on loans payable                              |                                                   |                     |                                                 |                                   | (59,821)     
|                                                   |                                                        |                                                   |                     | Net cash flows provided by financing activities | 3,625                             |               | 1,310                             |  | 32,373                                 
|                                                   |                                                        |                                                   |                     | Net change in cash                              | (9,185)                           |               | 23                                |  | 52                                     
|Cash, beginning of period                          | 9,240                                                  |                                                   | 32                  |                                                 | 3                                
|Cash, end of period                                | $                55                                    |                                                   | $                55 |                                                 | $              55                
|                                                   |                                                        |                                                   |                     |                                                 |                                   |               |                                   |  |                                        
|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



6



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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, 2004.  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, 2005.  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.

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, 2005 or 2004.  Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations.







Note 2.  Restatement



The number of common shares issuable as of December 31, 2003, and the related expense for the year then ended were restated to correct for errors made in the third quarter of 2003.  The effect of this restatement was to increase the previously-reported weighted average number of shares outstanding for the three months ended March 31, 2004, by 59,477,060 and the reported net loss per common share for the three months ended March 31, 2004, decreased by $0.01 to a loss of $0.00 per share.



There was no effect on operation or net cash flows for the three months ended March 31, 2004, as a result of the adjustments.





8



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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, 2005 the Company had a stockholders' deficit of $219,966.

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 $215,964, 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.



Within the 90 days prior to the date of 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 Rule 13a-14 under the Securities Exchange Act of 1934, as amended. 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.

9



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However, due to the limited funding available to staff administrative and clerical positions, it is recognized individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra diligence must be exercised during the period these tasks are combined.  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.

(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.



*1

- Amended Presentation to the Stock Holders for a Consent Vote





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



31 & 32  Certification



*     Incorporated by reference to Companys Form 10-QSB filed November 10, 2003 Number 0001137171-03-000537

**

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





10



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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: May 18, 2005

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

CEO and

Principal Executive Officer





/s/ Edward D. Renyk

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

Dated: May 18, 2005

By: Edward D. Renyk, CA

CFO and

Principal Accounting Officer



11



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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 Annual Report of  Naptau Gold Corporation. (the Company) on Form 10-KSB for the period ending December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dr. J. Greig, Chief Executive Officer and President 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

May 18, 2005





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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 Annual Report of Naptau Gold Corporation. (the Company) on Form 10-KSB for the period ending December 31, 2004 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

May 18, 2005





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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 Annual Report of Naptau Gold Corporation. (the Company) on Form 10-KSB for the period ending December 31, 2004 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

May 18, 2005

May 18, 2005