U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   -----------

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended September 30, 2004            Commission File Number 000-33057
                                                                       ---------

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

            Montana                                              84-1365550
            -------                                              ----------
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)

   1450 - 409 Granville St., Vancouver,
         British Columbia, Canada                                   V6C 1T2
------------------------------------------                          -------
  (Address of Principal Executive Offices)                        (Zip Code)

                                 (604) 669-3707
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (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
                                  -----          -----

Applicable only to issuers involved in bankruptcy proceedings during the
------------------------------------------------------------------------
preceding five years
--------------------

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

                               Yes             No
                                  -----          -----

Applicable only to corporate issuers
------------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 97,732,044 shares as of November 15,
2004.

Transitional Small Business Disclosure Format:
---------------------------------------------

                               Yes           No  X
                                  -----        -----


<PAGE>






                                Table of Contents
                                -----------------


PART I   FINANCIAL INFORMATION
------------------------------

Item 1      Financial Statements............................................3

Item 2.     Management's Discussion and Analysis or Plan of Operation.......4

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

Part II  OTHER INFORMATION
--------------------------

Item 1.     Legal Proceedings...............................................8

Item 2.     Changes in Securities and Use of Proceeds.......................8

Item 3.     Defaults Upon Senior Securities.................................8

Item 4.     Submission of Matters to a Vote of Securities Holders...........8

Item 5.     Other Matters...................................................9

Item 6.     Exhibits........................................................9

            Signatures......................................................9


























                                        2
<PAGE>






PART I--FINANCIAL INFORMATION
-----------------------------

Item 1.  Financial Statements
-----------------------------



<TABLE>
<CAPTION>
                    ANDRESMIN GOLD CORPORATION AND SUBSIDIARY
                           (formerly Anton Dist. Inc.)
                        (An exploration stage enterprise)
                           CONSOLIDATED BALANCE SHEETS


                                                       September 30,        June 30,
Expressed in U.S. dollars                                   2004              2004
---------------------------------------------------------------------------------------
                                                        (Unaudited)        (Audited)

<S>                                                    <C>               <C>
ASSETS
------

Current Assets

  Cash and cash equivalents                            $       5,195     $     224,375
  Taxes recoverable                                           34,925            23,607
  Prepaid expenses and other current assets                    4,474            15,221
  Amount due from related party (Note 2)                      30,000                 -
---------------------------------------------------------------------------------------
Total Current Assets
                                                              74,594           263,203


Furniture and Equipment (Note 3)                              15,535            10,111
Mineral property interests                                   263,100           263,100

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

Total Assets                                           $     353,229     $     536,414
=======================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current Liabilities

  Accounts payable and other accrued liabilities       $      52,271     $      12,352
  Promissory notes (Note 4)                                   23,758                 -
---------------------------------------------------------------------------------------
                                                              76,029            12,352
Commitments and Contingencies                                      -                 -
Stockholders' Equity
  Authorized:
  100,000,000 common shares: $0.001 par value
   10,000,000 preferred shares: $0.001 par value

  Issued : 32,577,348 (6/30/2004: 47,244,015)
    common shares                                             32,577            47,244
  Additional paid-in capital                                 778,505           263,838
  Share subscriptions received in advance                          -           500,000
  Accumulated other comprehensive income                        (172)                -
  Accumulated deficit during the exploration stage          (533,710)         (287,020)
---------------------------------------------------------------------------------------
Total Stockholders' Equity                                   277,200           524,062

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

Total Liabilities and Stockholders' Equity             $     353,229     $     536,414
=======================================================================================
</TABLE>





            See condensed notes to consolidated financial statements

                                       F-1
<PAGE>



<TABLE>
<CAPTION>
                    ANDRESMIN GOLD CORPORATION AND SUBSIDIARY
                           (formerly Anton Dist. Inc.)
                        (An exploration stage enterprise)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                  Cumulative from
                                                    May 9, 1991
                                                   (inception) to          Three months ended
                                                   September 30,              September 30,
Expressed in U.S. dollars                               2004              2004             2003
----------------------------------------------------------------------------------------------------

<S>                                                <C>               <C>              <C>
Expenses
  Advertising and promotion                        $      31,385     $      19,413    $           -
  Bank charges, interest and exchange loss                 7,060             4,029                -
  Consulting fees                                         65,358            32,258                -
  Depreciation                                               348               348                -
  Filing fees                                              2,359               440              200
  Office and general                                      31,003            28,241              140
  Professional fees                                       34,724            14,322              800
  Travel                                                  54,894            36,415                -
----------------------------------------------------------------------------------------------------
Total expenses                                           227,131           135,466            1,140

Other item
  Property exploration and investigation costs           310,754           115,399                -
  Amount due to related party written off                 (4,175)           (4,175)               -
----------------------------------------------------------------------------------------------------
                                                         306,579           111,224                -

Net loss for the period                            $    (533,710)    $    (246,690)   $      (1,140)
====================================================================================================

Basic and diluted loss per share                                     $       (0.01)   $       (0.00)
====================================================================================================
Weighted average shares outstanding - basic
and diluted                                                             37,008,508       46,644,000
====================================================================================================
</TABLE>




















            See condensed notes to consolidated financial statements

                                       F-2
<PAGE>

<TABLE>
<CAPTION>
                    ANDRESMIN GOLD CORPORATION AND SUBSIDIARY
                           (formerly Anton Dist. Inc.)
                        (An exploration stage enterprise)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  For the three months ended September 30, 2004
      and period from May 6, 1991 (date of inception) to September 30, 2004
                                  ( Unaudited )




                                            Common shares           Additional         Preferred shares
                                      --------------------------     paid-in      --------------------------        Share
Expressed in U.S. dollars                shares      par amount      capital         shares      par amount    subscriptions
----------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>           <C>            <C>            <C>           <C>            <C>
Shares issued for cash, May 6, 1991    52,000,000   $    52,000    $   (51,975)             -   $         -    $          -
Net loss                                                      -              -              -             -               -
----------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 1999 and 2000        52,000,000   $    52,000    $   (51,975)             -   $         -    $          -
Shares issued for cash                 13,624,000        13,624         (3,574)             -             -               -
Shares issued for services                520,000           520            480              -             -               -
Net loss                                                      -              -              -             -               -

----------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2001                 66,144,000   $    66,144    $   (55,069)             -   $         -    $          -
Shares cancelled                      (19,500,000)      (19,500)        19,500              -             -               -
Net loss                                                      -              -              -             -               -

----------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2002                 46,644,000   $    46,644    $   (35,569)             -   $         -    $          -
Net loss                                                      -              -              -             -               -

----------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2003                 46,644,000   $    46,644    $   (35,569)             -   $         -    $          -
Shares issued for cash                    600,015           600        299,407              -             -               -
Proceeds received from share
 subscriptions for 333,333 units                              -              -              -             -         500,000
Net loss                                                      -              -              -             -               -

----------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2004                 47,244,015   $    47,244    $   263,838              -   $         -    $    500,000
Shares cancelled                      (15,000,000)      (15,000)        15,000              -             -               -
Shares issued for cash                    333,333           333        499,667              -             -        (500,000)
Translation adjustments                                       -              -              -             -               -
Net loss                                                      -              -              -             -               -

----------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2004            32,577,348   $    32,577    $   778,505              -   $         -    $          -
============================================================================================================================


<CAPTION>
(continued)
-----------
                                                       Accumulated
                                       Accumulated       deficit
                                          other          during
                                      comprehensive    exploration
Expressed in U.S. dollars                income           stage          Total
----------------------------------------------------------------------------------

<S>                                   <C>             <C>             <C>
Shares issued for cash, May 6, 1991   $          -    $          -    $        25
Net loss                                         -             (25)           (25)
----------------------------------------------------------------------------------
Balance, June 30, 1999 and 2000       $          -    $        (25)   $         -
Shares issued for cash                           -               -         10,050
Shares issued for services                       -               -          1,000
Net loss                                         -         (11,995)       (11,995)

----------------------------------------------------------------------------------
Balance, June 30, 2001                $          -    $    (12,020)   $      (945)
Shares cancelled                                 -               -              -
Net loss                                         -          (1,830)        (1,830)

----------------------------------------------------------------------------------
Balance, June 30, 2002                $          -    $    (13,850)   $    (2,775)
Net loss                                         -          (1,400)        (1,400)

----------------------------------------------------------------------------------
Balance, June 30, 2003                           -         (15,250)        (4,175)
Shares issued for cash                           -               -        300,007
Proceeds received from share
 subscriptions for 333,333 units                 -               -        500,000
Net loss                                         -        (271,770)      (271,770)

----------------------------------------------------------------------------------
Balance, June 30, 2004                $          -    $   (287,020)   $   524,062
Shares cancelled                                 -               -              -
Shares issued for cash                           -               -              -
Translation adjustments                       (172)              -           (172)
Net loss                                         -        (246,690)      (246,690)

----------------------------------------------------------------------------------
Balance, September 30, 2004           $       (172)   $   (533,710)   $   277,200
==================================================================================
</TABLE>

            See condensed notes to consolidated financial statements

                                       F-3
<PAGE>




<TABLE>
<CAPTION>
                    ANDRESMIN GOLD CORPORATION AND SUBSIDIARY
                           (formerly Anton Dist. Inc.)
                        (An exploration stage enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                               Cumulative from
                                                                 May 9, 1991
                                                                (inception) to           Three months ended
                                                                September 30,              September 30,
Expressed in U.S. dollars                                            2004              2004              2003
------------------------------------------------------------------------------------------------------------------

<S>                                                             <C>               <C>               <C>
Cash flows from operating activities
  Net loss                                                      $    (533,710)    $    (246,690)    $      (1,140)
  Adjustments to reconcile net loss to net cash
    Provided by (Used in) operating activities
    Depreciation                                                          348               348                 -
    Write-off of amount due to related party                           (4,175)           (4,175)                -
    Translation adjustment                                               (172)             (172)
    Changes in assets and liabilities
      Taxes recoverable                                               (34,925)          (11,318)                -
      Prepaid expenses and other current assets                        (4,475)           10,746                 -
      Accounts payable and accrued liabilities                         56,446            44,094             1,140
------------------------------------------------------------------------------------------------------------------
  Net cash used in operating activities                              (520,663)         (207,167)                -
------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Additions to equipment                                              (15,882)           (5,771)                -
  Acquisition of mineral property interests                          (263,100)                -                 -
------------------------------------------------------------------------------------------------------------------
  Net cash flows used in investing activities                        (278,982)           (5,771)                -
------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Funds received through issuance of share capital                    811,082           500,000                 -
  Share subscriptions received in advance                                   -          (500,000)                -
  Promissory notes                                                     23,758            23,758                 -
  Amount due from related party                                       (30,000)          (30,000)                -
------------------------------------------------------------------------------------------------------------------
  Net cash flows provided by (used in) financing activities           804,840            (6,242)                -
------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                    5,195          (219,180)                -
Cash and cash equivalents - beginning of period                             -           224,375                 -
------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period                       $       5,195     $       5,195     $           -
==================================================================================================================

Supplemental Information:
-------------------------
Cash paid for:
    Interest                                                                      $          46     $           -
    Income taxes                                                                              -                 -
</TABLE>



            See condensed notes to consolidated financial statements

                                       F-4
<PAGE>




                           ANDRESMIN GOLD CORPORATION
                     (Previously known as Anton Dist. Inc.)
             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004
                                  ( Unaudited )


Note 1 - Basis of Presentation
------------------------------

The accompanying unaudited financial statements have been prepared in conformity
with generally accepted  accounting  principles in the United States of America.
However,  certain  information  and footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been omitted or condensed  pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). In the opinion of management,
all adjustments of a normal recurring  nature necessary for a fair  presentation
have  been  included.  The  results  for  interim  periods  are not  necessarily
indicative  of  results  for  the  entire  year.  These  condensed  consolidated
financial  statements and accompanying  notes should be read in conjunction with
the Company's annual consolidated financial statements and the notes thereto for
the fiscal  year  ended  June 30,  2004  included  in its Annual  Report on Form
10-KSB.

The unaudited condensed consolidated financial statements include Andresmin Gold
Corporation and its  subsidiaries.  Significant  inter-company  transactions and
accounts have been eliminated.

Certain  items  have  been   reclassified  to  conform  to  the  current  period
presentation. There is no effect on total results of operations or shareholders'
equity.

Note 2 - Amount Due From a Related Party
----------------------------------------

The Company advanced $30,000 by way of two promissory notes to a director of the
Company.  The notes are  non-recourse  and repayable on demand.  In exchange for
advancing  the funds,  the Company  has secured a right of first  refusal on any
property or project,  secured by or optioned by the  director or his  associated
company, located in Peru.

Note 3 - Furniture and Equipment
--------------------------------

Furniture and equipment consist of the followings:-







                                       F-5
<PAGE>






                                         September 30,           June 30,
                                                  2004               2004
                                        --------------     --------------

Furniture and fittings                  $       4,296      $           -
Other equipment                                 2,377                  -
Computer equipment                              9,863             10,111
                                        --------------     --------------
Total                                          16,536             10,111
Less : Accumlated depreciation                 (1,001)                 -
                                        --------------     --------------
Net book value                          $      15,535      $      10,111
                                        ==============     ==============

Note 4 - Promissory Notes
-------------------------

The Company has received  $20,000 and CDN4,750  ($3,758) from two individuals by
way of two promissory notes. The notes are non-interest bearing and repayable on
demand.

Note 5 - Share Capital, Stock Options and Share Purchase Warrants
-----------------------------------------------------------------

(a)  Common shares

On May 10, 2004 the Board of Directors declared a thirteen to one (13-1) forward
split of the  registrant's  common  stock.  Figures of prior  periods  have been
retroactively restated to reflect the effect of the forward stock-split.

During  the  quarter  ended  September  30,  2004,  the  Company  cancelled  the
15,000,000 common shares returned to treasury.

The Company  completed a non-U.S.  private placement of 333,333 units at a price
of $1.50  per  unit.  Each  unit  was  comprised  of one  common  share  and one
non-transferable  share  purchase  warrant  entitling  the holder to acquire one
additional common share at a price of $1.50 for a period of two years.

(b)  Stock Options

No stock  options were granted,  exercised or cancelled  during the three months
ended  September 30, 2004. As of September 30, 2004,  there were no  outstanding
stock options.

(c)  Share Purchase Warrants

During the quarter ended  September 30, 2004,  333,333 share  purchase  warrants
were issued pursuant to a non-U.S.  private placement. The exercise price of the
warrants is $1.50 and the warrants will expire on September 3, 2006.




                                       F-6
<PAGE>






No share purchase  warrants were  exercised or canceled  during the three months
ended  September  30, 2004. As of September  30, 2004,  333,333  share  purchase
warrants  were  outstanding  with an  exercise  price of $1.50 each  expiring on
September 3, 2006.

Note 6 - Subsequent Events
--------------------------

Effective  October 18, 2004, the Company has by action of the Board of Directors
affected a forward stock split of the Company's issued and outstanding shares of
common stock on a basis of three new shares for each one old share.

On October 20, 2004, the Company has issued a convertible debenture for $150,000
maturing on October 20, 2006.  The debenture  bears interest at 8% per annum and
is payable on a semi-annually  basis.  The lender has the option to convert some
or all of the  outstanding  principal  and  interest  unpaid  into  units of the
Company  at a price of $0.50 per unit  (post 1 for 3 forward  split).  Each unit
consists of one common share of the Company and one share  purchase  warrant for
purchase one additional common share at a price of $0.50 per share (post 1 for 3
forward split) for a period of two years. The convertible debenture is generally
secured by the assets of the Company.

On October  27,  2004,  the  Company  has  issued a  convertible  debenture  for
$1,200,000  maturing on October 27, 2006. The debenture bears interest at 8% per
annum and is  payable  on a  semi-annually  basis.  The lender has the option to
convert some or all of the outstanding  principal and interest unpaid into units
of the Company at a price of $0.50 per unit (post 1 for 3 forward  split).  Each
unit consists of one common share of the Company and one share purchase  warrant
for purchase one  additional  common share at a price of $0.50 per share (post 1
for 3 forward  split) for a period of two years.  The  convertible  debenture is
generally secured by the assets of the Company.

On October 28, 2004, the Company has issued a convertible debenture for $250,000
maturing on October 28, 2006.  The debenture  bears interest at 8% per annum and
is payable on a semi-annually  basis.  The lender has the option to convert some
or all of the  outstanding  principal  and  interest  unpaid  into  units of the
Company  at a price of $0.50 per unit  (post 1 for 3 forward  split).  Each unit
consists of one common share of the Company and one share  purchase  warrant for
purchase one additional common share at a price of $0.50 per share (post 1 for 3
forward split) for a period of two years. The convertible debenture is generally
secured by the assets of the Company.

On November 5, 2004, the Company has issued a convertible debenture for $100,000
maturing on November 5, 2006.  The debenture  bears interest at 8% per annum and
is payable on a semi-annually  basis.  The lender has the option to convert some
or all of the  outstanding  principal  and  interest  unpaid  into  units of the
Company  at a price of $0.50 per unit  (post 1 for 3 forward  split).  Each unit
consists of one common share of the Company and one share  purchase  warrant for
purchase one additional common share at a price of $0.50 per share (post 1 for 3
forward split) for a period of two years. The convertible debenture is generally
secured by the assets of the Company.




                                       F-7
<PAGE>






Item 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

The following discussions of the results of operations and financial position of
the Company  should be read in  conjunction  with the financial  statements  and
notes pertaining to them that appear elsewhere in this Form 10-QSB.

PLAN OF OPERATION
-----------------

The  Company's  plan of operations  for the twelve months  following the date of
this report is to complete  the  following  objectives  within the time  periods
specified,  subject to our  obtaining  the funding  necessary  for the continued
exploration of the mineral property:

     1.   The  Company  plans to conduct  further  exploration  on the  property
          consisting of additional IP and ground magnetic survey. It anticipates
          that the cost of this  program  will be  approximately  $100,000.  The
          Company expects to commence this exploration  program in the spring of
          2005 depending on the  availability  of personnel and equipment.  This
          phase is expected to take approximately two months to complete.

     2.   If warranted by the results of the IP survey,  the Company  intends to
          commence a drilling  program of  approximately  10 holes  estimated to
          cost $500,000.  The Company  currently has sufficient funds to conduct
          this program, and this program would be conducted during the summer of
          2005 and will take approximately six weeks to complete.

     3.   The  Company  anticipates  spending  approximately  $5,000 in  ongoing
          general  and  administrative  expenses  per month for the next  twelve
          months.  The  general  and  administrative  expenses  for the year are
          expected to consist  primarily of professional  fees for the audit and
          legal work relating to the Company's regulatory filings throughout the
          year, as well as transfer agent fees and general office expenses.

As at September 30, 2004, the Company had cash reserves of $5,195. Subsequent to
that date,  however,  the Company  completed a  financing  of gross  proceeds of
$1,700,000 on November 8, 2004.

During the 12-month  period  following the date of this  statement,  the Company
does not anticipate  generating  any revenues.  While the Company has sufficient
funds to conduct the scheduled 10-hole drill program,  it does not have funds to
continue  work on the property  beyond this.  The Company  anticipates  that any
additional  funding will be in the form of equity financing from the sale of our
common stock.  However,  the Company does not have any financing arranged and it
cannot  provide  investors  with  any  assurance  that it will be able to  raise
sufficient  funding  from the sale of its  common  stock to fund any  additional
exploration programs.  In the absence of such financing,  the Company's business
plan will fail.

The Company may consider  entering into a joint venture  partnership  to provide
the required funding to develop the mineral claims. If the Company enters into a
joint  venture  arrangement,  it would likely have to assign a percentage of its
interest in the property to the joint venture partner.



                                        3
<PAGE>






Based  on the  nature  of  the  Company's  business,  it  anticipates  incurring
operating losses in the foreseeable  future. The Company bases this expectation,
in part, on the fact that very few mineral  properties in the exploration  stage
ultimately  develop into  producing,  profitable  mines.  The  Company's  future
financial  results are also uncertain due to a number of factors,  some of which
are outside the Company's  control.  These factors include,  but are not limited
to:

-    the Company's ability to raise additional funding

-    the market for minerals such as copper and gold

-    results of the  Company's  proposed  exploration  programs  on the  mineral
     property

-    the Company's ability to find joint venture partners for the development of
     its property interests

If the Company is successful in completing further equity  financings,  existing
shareholders will experience  dilution of their interest in the Company.  In the
event  the  Company  is not  successful  in  raising  additional  financing,  it
anticipates  that it will not be able to proceed with its business plan. In such
a case, the Company may decide to discontinue its current business plan and seek
other business  opportunities in the resource sector.  Any business  opportunity
would  require  the  Company's  management  to  perform  diligence  on  possible
acquisition of additional resource  properties.  Such due diligence would likely
include  purchase  investigation  costs such as professional  fees by consulting
geologists,  preparation  of geological  reports on the  properties,  conducting
title  searches and travel costs for site visits.  It is  anticipated  that such
costs will not be sufficient to acquire any  resources  property and  additional
funds will be required to close any  possible  acquisition.  During this period,
the Company  will need to maintain its  periodic  filings  with the  appropriate
regulatory  authorities and will incur legal and accounting  costs. In the event
no  other  such  opportunities  are  available  and  the  Company  cannot  raise
additional  capital  to  sustain  minimum  operations,   it  may  be  forced  to
discontinue  business  operations.  The  Company  does  not  have  any  specific
alternative  business  opportunities  in mind and has not  planned  for any such
contingency.

Due to the Company's lack of operating history and present inability to generate
revenues,  its auditors  have stated their opinion that there  currently  exists
substantial doubt about its ability to continue as a going concern.

If  the  Company  finds  sufficient   evidence  that  warrants  further  mineral
exploration,  it would likely conduct additional  drilling on the mineral claims
to determine if  additional  mineralization  zones exist.  While the Company has
sufficient funds to complete its phase I drill program, if it decides to conduct
additional  drilling on the mineral claims, it will require additional  funding.
The cost of such a program  cannot be  determined  until  results from the first
phase of exploration are completed.  However,  the Company estimates that such a
program will cost approximately $500,000.

The Company  anticipates  that additional  funding will be in the form of equity
financing from the sale of its common stock. However, the Company cannot provide
investors  with any assurance that it will be able to raise  sufficient  funding
from the sale of its common stock to fund additional phases of exploration.  The


                                        4
<PAGE>






Company  believes that debt  financing  will not be an  alternative  for funding
additional phases of exploration.  The Company does not have any arrangements in
place for any future equity financing.

Results of Operations
---------------------

The Company has had no  operating  revenues  since its  inception on May 6, 1991
through to the quarter  ended  September  30,  2004.  Its  activities  have been
financed  from  the  proceeds  of share  subscriptions.  From  June 30,  2004 to
September  30,  2004,  the  Company  raised a total  of  $500,000  from  private
offerings of its securities.  For the period from June 30, 2004 to September 30,
2004, the Company  incurred  operating costs of $246,690.  These amounts include
$14,762 in professional and filing fees for the period. In addition, the Company
incurred  equipment  acquisition  costs and  acquisition  costs  related  to the
purchase of and investment in mineral properties of $115,399.

Liquidity and Capital Resources
-------------------------------

At  September  30,  2004,  the  Company  had cash on hand of $5,195 and  working
capital deficit of $1,435.

The  Company  has funded its  business  to date from sales of its common  stock.
During the period of June 30, 2004 to September 30, 2004, the Company closed its
previously  announced  private  placement  for  $500,000.  These  funds had been
received  prior to June  30,  2004,  as was  noted  in the  Company's  financial
statements  dated June 30, 2004.  Cash used in operating  activities  during the
period was  $207,167  for the period from June 30, 2004 to  September  30, 2004,
which reflect the costs of the Company's operations.

There are no assurances  that the Company will be able to achieve  further sales
of its common stock or any other form of additional financing. If the Company is
unable to achieve the  financing  necessary to continue its plan of  operations,
then it will not be able to continue its  exploration  of the mineral claims and
the Company's venture will fail.

Off-Balance Sheet Arrangements
------------------------------

As of the  date  of this  Quarterly  Report,  the  Company  does  not  have  any
off-balance  sheet  arrangements  that  have  or are  reasonably  like to have a
current  or future  effect on the  Company's  financial  condition,  changes  in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital  expenditures or capital  resources that are material to investors.  The
term "off-balance sheet arrangement" generally means any transaction,  agreement
or other  contractual  arrangement  to which an entity  unconsolidated  with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee  contract,  derivative  instrument or variable  interest;  or (ii) a
retained or contingent  interest in assets transferred to such entity or similar
arrangement  that serves as credit,  liquidity  or market risk  support for such
assets.






                                        5
<PAGE>






Audit Committee
---------------

As of the date of this Periodic Report, the Company has not appointed members to
an audit committee. Therefore, the role of an audit committee has been conducted
by the Board of Directors of the Company.

The  Company  is in  the  process  of  establishing  an  audit  committee.  When
established, the audit committee will be comprised of at least two disinterested
members.  When established,  the audit  committee's  primary function will be to
provide advice with respect to the Company's financial matters and to assist the
Board of  Directors  in  fulfilling  its  oversight  responsibilities  regarding
finance,  accounting,  tax and legal compliance.  The audit committee's  primary
duties  and  responsibilities  will  be:  (i) to  serve  as an  independent  and
objective  party to  monitor  the  Company's  financial  reporting  process  and
internal  control  system;  (ii) to review and appraise the audit efforts of the
Company's  independent  accountants;  (iii) to evaluate the Company's  quarterly
financial performance as well as its compliance with laws and regulations;  (iv)
to oversee managements'  establishment and enforcement of financial policies and
business practices; and (v) to provide an open avenue of communication among the
independent accountants, management and the Board of Directors.

CORPORATE BACKGROUND
--------------------

Business Development
--------------------

Andresmin Gold Corporation, formerly known as Anton Dist. Inc., is a corporation
organized  under the laws of the State of Montana (the  "Company").  The Company
currently trades on the OTC Bulletin Board under the symbol "ADGD".

The  Company was  incorporated  under the laws of the State of Montana on May 6,
1991 under the name "Anton Dist.  Inc.".  Effective  May 10,  2004,  the Company
filed articles of amendment to its articles of incorporation to give effect to a
forward stock split of the issued and outstanding  shares of common stock on the
basis of 13 new  shares  for each one old share  and to  change  the name of the
Company from Anton Dist. Inc. to "Andresmin Gold Corporation". Effective October
18,  2004,   the  Company  filed  articles  of  amendment  to  its  articles  of
incorporation  to give  effect  to a  forward  stock  split  of the  issued  and
outstanding shares of common stock on the basis of three (3) new shares for each
one old share.

As of the date of this Periodic Report, the Company is a mineral exploration and
development company.

Current Business Operations
---------------------------

On May 7, 2004, the Company, Grupo Minero Internacional S.A.C. ("Grupo") and the
shareholders of Grupo entered into a letter  agreement (the "Letter  Agreement")
whereby  the  shareholders  of  Grupo  will  transfer  all  of  the  issued  and
outstanding shares in the capital of Grupo and assign any loans owing from Grupo
to the  shareholders  of Grupo to the Company in  exchange  for:  (i)  receiving
US$230,000 in cash from the Company, which will be payable by the Company to the
shareholders of Grupo in equal portions on the closing date,  which will be June
10,  2004 (the  "Closing  Date");  and (ii) a 2.5% Net  Smelter  Royalty  on all


                                        6
<PAGE>






properties  and mining rights  currently  owned by Grupo,  which will be payable
upon reaching  commercial  production in equal portions to the  shareholders  of
Grupo.  The  Letter  Agreement  is  subject to the  satisfactory  due  diligence
conducted by the Company of Grupo.  In  addition,  the closing is subject to the
condition  precedent that the Company shall have raised US$230,000 prior to June
10,  2004 in order to have the  funds  available  to  complete  the  transaction
contemplated  on the Closing Date. The Company,  Grupo and the  shareholders  of
Grupo  intend to enter into a more formal  share  purchase  agreement  and other
documents  that more fully  delineate and  formalize  the terms  outlined in the
Letter Agreement.

On June 10, 2004, the parties to the above mentioned  Letter Agreement agreed to
an amendment to the Letter  Agreement,  whereby the  condition  precedent of the
Company  raising  US$230,000  prior to June 10,  2004,  was extended to June 30,
2004.

On July 23, 2004, the Company closed the acquisition of Grupo.

With the acquisition of Grupo,  the Company is now an exploration  stage company
engaged in the acquisition and exploration of mineral  properties in Peru. Prior
to the acquisition of Grupo,  company  management  approached several consulting
geologists and prospectors currently operating or having had experience in Peru,
to  discuss  the  merits  of the  acquisition  based on their  knowledge  of the
information  made  available to the public by Empresa Minera Del Centro Del Peru
S.A. (Centromin),  a Peruvian  government-owned company charged with the sale of
mineral  concessions owned by the state to private  interests.  By acquiring all
the shares of Grupo,  the  Company  acquired  a 100%  interest  in eight  mining
concessions  and a further  fourteen  mineral  claims.  These claims are located
throughout  Peru, in areas generally  thought to host gold,  silver,  copper and
other base metal deposits. The claims are all in good standing with the Peruvian
state authorities.

Since the Company is an exploration stage company,  there is no assurance that a
commercially viable mineral deposit exists on any of our properties, and a great
deal of further exploration will be required before a final evaluation as to the
economic and legal  feasibility  for its future  exploration is determined.  The
Company has no known  reserves of any type of mineral.  To date, the Company has
not discovered an economically  viable mineral  deposit on the  properties,  and
there is no assurance that the Company will discover one.

Subsidiaries
------------

On July 23, 2004 the Company  closed the  acquisition  of 100% of the issued and
outstanding shares of Grupo Minero Internacional S.A.C. ("Grupo"),  which is now
a wholly owned subsidiary of the Company.

Research and Development
------------------------

The Company has not incurred any research or development  expenditures since our
incorporation.





                                        7
<PAGE>






Holders
-------

As of November  15,  2004,  the Company had  approximately  38  shareholders  of
record.


Item 3.  Controls and Procedures
--------------------------------

     (a) Evaluation of Disclosure  Controls and Procedures.  The Company's chief
executive  officer and chief financial  officer have evaluated the effectiveness
of the design and operation of the Company's  disclosure controls and procedures
(as defined in Exchange Act Rule  13a-14(c))  as of a date within 90 days of the
filing  date of this  quarterly  report.  Based on that  evaluation,  the  chief
executive  officer and chief financial officer have concluded that the Company's
disclosure  controls  and  procedures  are  effective  to ensure  that  material
information  relating  to the  Company is made known to such  officers by others
within these entities,  particularly during the period this quarterly report was
prepared, in order to allow timely decisions regarding required disclosure.

     (b)  Changes in  Internal  Controls.  There  have not been any  significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly affect these controls subsequent to the date of their evaluation.


Part II--Other Information
--------------------------

Item 1.  Legal Proceedings
--------------------------

Management  is  not  aware  of  any  legal   proceedings   contemplated  by  any
governmental  authority or any other party  involving  the Company.  None of the
Company's  directors,  officers  or  affiliates  are (i) a party  adverse to the
Company in any legal proceedings, or (ii) has an adverse interest to the Company
in any legal proceedings. Management is not aware of any other legal proceedings
pending or that have been threatened against the Company.


Item 2.  Changes in Securities and Use of Proceeds
--------------------------------------------------

On October 1, 2004,  the Board of Directors of the Company  approved to effect a
forward stock split of the  Company's  issued and  outstanding  shares of common
stock on a basis of three (3) new  shares for each one old  share.  The  Company
filed  articles of amendment to its articles of  incorporation  with the Montana
Secretary  of State and the  forward  stock split was  effective  on October 18,
2004. As a result of the forward stock split,  the Company's  shares  received a
new CUSIP of 034422 20 4 and also traded under the new symbol "ADGD".


Item 3.  Defaults Upon Senior Securities
----------------------------------------

     N/A


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

     N/A



                                        8
<PAGE>






Item 5.  Other Information
--------------------------

On October 1, 2004,  the Board of Directors of the Company  approved to effect a
forward stock split of the  Company's  issued and  outstanding  shares of common
stock on a basis of three (3) new  shares for each one old  share.  The  Company
filed  articles of amendment to its articles of  incorporation  with the Montana
Secretary  of State and the  forward  stock split was  effective  on October 18,
2004. As a result of the forward stock split,  the Company's  shares  received a
new CUSIP of 034422 20 4 and also traded under the new symbol "ADGD".


Item 6.  Exhibits
-----------------

     (a)  Exhibit List

          31.1   Certificate pursuant to Rule 13a-14(a)

          31.2   Certificate pursuant to Rule 13a-14(a)

          32.1   Certificate pursuant to 18 U.S.C. ss.1350




                                   SIGNATURES
                                   ----------

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

                                          Andresmin Gold Corporation
                                          --------------------------

Date: November 18, 2004                   Per:     /s/ Ian Brodie
                                              ----------------------------------
                                              Ian Brodie, President and Director





















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