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 December 31, 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 February 11,
2004.

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

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



<PAGE>






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


PART I     FINANCIAL INFORMATION

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

Item 2.  Management's Discussion and Analysis or Plan of Operation...........3

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

Part II    OTHER INFORMATION

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

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.........9

Item 3.  Defaults Upon Senior Securities.....................................9

Item 4.  Submission of Matters to a Vote of Securities Holders...............9

Item 5.  Other Matters......................................................10

Item 6.  Exhibits...........................................................10

         Signatures.........................................................10


























                                        2
<PAGE>






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

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




ANDRESMIN GOLD CORPORATION
(FORMERLY ANTON DIST. INC.)
AND SUBSIDARY
(An exploration stage enterprise)


Consolidated Financial Statements
For the period ended December 31, 2004
(Expressed in U.S. Dollars)

(Unaudited. Prepared by Management)






Index
-----

Consolidated Balance Sheet

Consolidated Statement of Stockholders' Equity (Deficiency)

Consolidated Statement of Operations

Consolidated Statement of Cash Flow

Notes to Consolidated Financial Statements
















                                       F-1
<PAGE>



<TABLE>
<CAPTION>
                    ANDRESMIN GOLD CORPORATION AND SUBSIDIARY
                           (formerly Anton Dist. Inc.)
                        (An exploration stage enterprise)
                           CONSOLIDATED BALANCE SHEET
                       (Unaudited.Preapred by Management)


                                                            December 31,        June 30,
Expressed in U.S. dollars                                   2004                2004
                                                            (Unaudited)         (Audited)
                                                            ----------------    ----------------
ASSETS
<S>                                                         <C>                 <C>
Current Assets
Cash and cash equivalents                                   $       207,898     $       224,375
Taxes recoverable                                                    41,081              23,607
Prepaid expenses and other current assets                            22,606              15,221
Amount due from related party (Note 2)                               40,000                   -
------------------------------------------------------------------------------------------------
Total Current Assets                                                311,585             263,203

Furniture and Equipment (Note 3)                                     15,519              10,111

Other Assets
Amounts due from third parties                                          580                   -
Mineral property interests                                          263,100             263,100
------------------------------------------------------------------------------------------------
Total Other Assets                                                  263,680             263,100
------------------------------------------------------------------------------------------------
Total Assets                                                $       590,784     $       536,414
================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and other accrued liabilities (Note 4)     $        49,345     $        12,352
Promissory notes (Note 5)                                           190,951                   -
------------------------------------------------------------------------------------------------
Total Current Liabilities                                           240,296              12,352

Convertible debentures (Note 6)                                   1,639,714                   -

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 common shares                                    32,577              47,244
Additional paid-in capital                                          778,505             263,838
Share subscriptions received in advance                                   -             500,000
Equity portion of convertible debentures                             60,286                   -
Accumulated other comprehensive income                                 (627)                  -
Accumulated deficit during the exploration stage                 (2,159,967)           (287,020)
------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                       (1,289,226)            524,062
------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                  $       590,784     $       536,414
================================================================================================
</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 STATEMENT OF STOCKHOLDERS' EQUITY
             For the period ended December 31, 2004 and period from
              May 6, 1991 (date of inception) to December 31, 2004
                       (Unaudited.Prepared by Management)


                                                                                                          Accumulated
                                                                                            Accumulated     deficit
                                        Common shares          Additional                     other         during
                                  --------------------------    paid-in         Share      comprehensive  exploration
Expressed in U.S. dollars            shares      par amount     capital     subscriptions    income          stage         Total
------------------------------------------------------------------------------------------------------------------------------------

<S>                               <C>           <C>           <C>           <C>            <C>            <C>           <C>
Shares issued for cash,
  May 6, 1991                       52,000,000  $    52,000   $   (51,975)  $          -   $          -   $         -   $        25

Net loss                                                  -             -              -              -           (25)          (25)
------------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 1999 and 2000     52,000,000       52,000       (51,975)             -              -           (25)            -

Shares issued for cash              13,624,000       13,624        (3,574)             -              -             -        10,050

Shares issued for services             520,000          520           480              -              -             -         1,000

Net loss                                                  -             -              -              -       (11,995)      (11,995)
------------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2001              66,144,000       66,144       (55,069)             -              -       (12,020)         (945)

Shares cancelled                   (19,500,000)     (19,500)       19,500              -              -             -             -

Net loss                                                  -             -              -              -        (1,830)       (1,830)
------------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2002              46,644,000       46,644       (35,569)             -              -       (13,850)       (2,775)

Net loss                                                  -             -              -              -        (1,400)       (1,400)
------------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2003              46,644,000       46,644       (35,569)             -              -       (15,250)       (4,175)

Shares issued for cash                 600,015          600       299,407              -              -             -       300,007

Proceeds received from share
subscriptions for 333,333 units                           -             -        500,000              -             -       500,000

Net loss                                                  -             -              -              -      (271,770)     (271,770)
------------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2004              47,244,015       47,244       263,838        500,000              -      (287,020)      524,062

Shares cancelled                   (15,000,000)     (15,000)       15,000              -              -             -             -

Shares issued for cash                 333,333          333       499,667       (500,000)             -             -             -

Translation adjustments                                   -             -              -           (627)            -          (627)

Equity portion of convertible
  debentures                                              -             -              -              -             -        60,285

Net loss                                                  -             -              -              -    (1,872,947)   (1,872,947)
------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004          32,577,348  $    32,577   $   778,505   $          -   $       (627)  $(2,159,967)  $(1,289,226)
====================================================================================================================================
</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 STATEMENT OF OPERATIONS
                       (Unaudited. Prepared by Management)


                                               Cumulative from
                                                 May 6, 1991           Three months ended                 Six months ended
                                                (inception) to            December 31,                      December 31,
                                                 December 31,    -------------------------------   -------------------------------
Expressed in U.S. dollars                            2004             2004             2003             2004             2003
----------------------------------------------------------------------------------------------------------------------------------

<S>                                             <C>              <C>              <C>              <C>              <C>
Expenses
 Advertising and promotion                      $     902,298    $     870,913    $           -    $     890,326    $           -
 Consulting fees                                      176,337          110,979                -          143,237                -
 Depreciation                                             696              348                -              696                -
 Filing fees                                            7,164            4,805              200            5,245              400
 Finder's fee                                         120,000          120,000                -          120,000                -
 Investor relations                                   324,684          324,684                -          324,684                -
 Interest expense, bank charges and
    exchange loss                                      41,378           34,318                -           38,347                -
 Office and general                                    51,576           20,573              100           48,814              150
 Professional fees                                     52,263           17,539              165           31,861              465
 Travel                                                92,537           37,643                -           74,058                -
----------------------------------------------------------------------------------------------------------------------------------
Total expenses                                      1,768,933        1,541,802              465        1,677,268            1,015

Other item
 Property exploration and investigation costs         395,209           84,455                -          199,854                -
 Amount due to related party written off               (4,175)               -                -           (4,175)               -
----------------------------------------------------------------------------------------------------------------------------------
Total other items                                     391,034           84,455                -          195,679                -

Net loss for the period                         $  (2,159,967)   $  (1,626,257)   $        (465)   $  (1,872,947)   $      (1,015)
==================================================================================================================================

Basic and diluted loss per share                                         (0.04)           (0.00)           (0.05)           (0.00)
==================================================================================================================================
Weighted average shares outstanding - basic
and diluted                                                         37,008,508        3,588,000       37,008,508        3,588,000
==================================================================================================================================
</TABLE>






            See condensed notes to consolidated financial statements

                                       F-4
<PAGE>



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


                                               Cumulative from
                                                 May 6, 1991           Three months ended                 Six months ended
                                                (inception) to            December 31,                      December 31,
                                                 December 31,    -------------------------------   -------------------------------
Expressed in U.S. dollars                            2004             2004             2003             2004             2003
----------------------------------------------------------------------------------------------------------------------------------

<S>                                             <C>              <C>              <C>              <C>              <C>
Cash flows from operating activities
  Net loss/gain                                 $  (2,159,967)   $  (1,626,257)   $         125    $  (1,872,947)   $      (1,015)
  Adjustments to reconcile net loss to net cash
    Provided by (Used in) operating activities
    Depreciation                                          696              348                -              696                -
  Write-off of amount due to related party             (4,175)               -                -           (4,175)
    Translation adjustment                               (627)            (455)               -             (627)               -
    Changes in assets and liabilities
    Taxes recoverable                                 (41,081)          (6,156)               -          (17,474)               -
    Prepaid expenses and other current assets         (22,607)         (18,132)               -           (7,386)               -
    Accounts payable and accrued liabilities           53,970           (2,476)            (125)          41,618            1,015
----------------------------------------------------------------------------------------------------------------------------------
  Net cash used in operating activities            (2,173,791)      (1,653,128)               -       (1,860,295)               -
----------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Additions to equipment                              (16,664)            (782)               -           (6,553)               -
  Acquisition of mineral property interests          (263,100)               -                -                -                -
----------------------------------------------------------------------------------------------------------------------------------
  Net cash flows used in investing activities        (279,764)            (782)               -           (6,553)               -
----------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities
Funds received through issuance of share
  capital                                             811,082                -                           500,000
Share subscription received in advance                      -                -                          (500,000)
  Promissory notes                                    190,951          167,193                -          190,951                -
  Amount due from related party                       (40,000)         (10,000)               -          (40,000)               -
  Amount due from third parties                          (580)            (580)               -             (580)               -
Funds received through debenture placements         1,700,000        1,700,000                -        1,700,000                -
----------------------------------------------------------------------------------------------------------------------------------
  Net cash flows provided by financing
  activities                                        2,661,453        1,856,613                -        1,850,371                -
----------------------------------------------------------------------------------------------------------------------------------









                                       F-5
<PAGE>






Net increase (decrease) in cash and cash
 equivalents                                                           202,703                -          (16,477)               -
Cash and cash equivalents - beginning of period             -            5,195                -          224,375                -
----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period       $     207,898    $     207,898    $           -    $     207,898    $           -
==================================================================================================================================


Supplemental Information:
-------------------------
Cash paid for :
    Interest                                    $         326    $         280    $           -    $         326    $           -
    Income taxes                                $           -    $           -    $           -    $           -    $           -
</TABLE>




































            See condensed notes to consolidated financial statements

                                       F-6
<PAGE>






                           ANDRESMIN GOLD CORPORATION
                     (Previously known as Anton Dist. Inc.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004
                       (Unaudited. Prepared by Management)


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

The  accompanying  financial  statements  have been  prepared by  management  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  quarterly  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 $20,000 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 following:

                                              31-Dec-04           30-June-04
                                           ----------------    ----------------

Furniture and fittings                     $         4,753     $             -
Other equipment                                      2,819                   -
Computer equipment                                   9,747              10,111
                                           ----------------    ----------------
Total:                                              17,319              10,111
Less: Accumulated depreciation:                     (1,800)                  -
                                           ----------------    ----------------
Net book value:                            $        15,519     $        10,111


Note 4 - Accounts payable and other accrued liabilities
-------------------------------------------------------

As  of  31  December  the  company  has  accrued  $24,410  interest  payable  on
convertible debentures issued.




                                       F-7
<PAGE>






Note 5 - Promissory Notes
-------------------------

During the three months ended December 31, the Company has received  $7,193 from
an individual by way of a promissory note. The note is non-interest  bearing and
repayable on demand.  During the three months ended December 31, the Company has
received  $160,000  from a  company  by way of a  promissory  note.  The note is
repayable on demand after two-year  period of its issuance and bears 8% interest
per annum.


Note 6 - Convertible Debentures
-------------------------------

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.


Note 7 - Share Capital, Stock Options and Share Purchase Warrants
-----------------------------------------------------------------

(a)  Common shares

No common shares were issued or cancelled during the reporting period.

(b)  Stock Options

No stock  options were granted,  exercised or cancelled  during the three months
ended  December 31, 2004.  As of December  31, 2004,  there were no  outstanding
stock options.

(c)  Share Purchase Warrants

No share purchase  warrants were issued,  exercised or canceled during the three
months ended December 31, 2004.




                                       F-8
<PAGE>






Note 8 - Subsequent Events
--------------------------

On January 14, 2005 and  February 8, 2005 the Company  received $ 100,000 by way
of two $ 50,000 -  promissory  notes.  The notes are  repayable  on demand after
two-year period of their issuance and bear 8% interest per annum.

















































                                       F-9
<PAGE>






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

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.  This program would be conducted  during the summer of
          2005 and will take approximately six weeks to complete.

     3.   The  Company  anticipates  spending  approximately  $25,000 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 December 31, 2004, the Company had cash reserves of $207,898.  The Company
had received $160,000 by way of promissory notes, and subsequent to December 31,
2004,  the  Company  has  received a further  $100,000,  on  account  for future
conversion to the announced private placement of $500,000.

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
Company  believes that debt  financing  will not be an  alternative  for funding


                                        4
<PAGE>






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  December  31,  2004.  Its  activities  have been
financed from the proceeds of share  subscriptions.  From  September 30, 2004 to
December  31,  2004,  the  Company  raised a total of  $1,700,000  from  private
offerings of its securities.  For the period from September 30, 2004 to December
31, 2004, the Company  incurred  operating  costs of  $1,626,257.  These amounts
include $17,539 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 $84,455.

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

At December  31,  2004,  the  Company  had cash on hand of $207,898  and working
capital of $71,290.

The Company has funded its  business to date from sales of its common  stock and
convertible debentures.  During the period of September 30, 2004 to December 31,
2004,  the  Company  closed  its  previously  announced  private  placement  for
$1,700,000.  In addition,  the Company  announced a further private placement of
$500,000, of which $160,000 had been received prior to December 31, 2004, as was
noted in the Company's  financial  statements dated December 31, 2004. Cash used
in operating  activities  during the period was  $1,653,128  for the period from
September  30,  2004 to  December  31,  2004,  which  reflect  the  costs of the
Company's operations, including prepaid expenses.

Advertising  and promotion  expenses  increased to $870,913 for the period ended
December 31, 2004 compared to $19,413 for the previous  quarter.  These expenses
were incurred to promote the Company and to attract investor  interest.  We have
entered into a one-time public  relations  agreement with Corporate  Development
Associates,  LLC ("CDA") in an effort to broaden  awareness of our  company.  We
have  engaged  CDA as our media  and  public  relations  consultant  to  provide
consultation,  support,  and assistance in planning and implementing a long-term
campaign to enhance and expand public awareness of our business opportunity. CDA
will  commence an investor  relations  program  consisting  of an  advertisement
report on our company to be prepared and  distributed  in the United  States and
abroad.

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,


                                        5
<PAGE>






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.

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.




                                        6
<PAGE>






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
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.

On  December  13,  2004,  the  Company  through  its  subsidiary,  Grupo  Minero
Internacional   S.A.C.,   entered  into  an  agreement  with  the  community  of
Pisquicocha, located in the department of Cusco in southern Peru, which is where
the Company's Winicocha copper-gold project is located, whereby the community of
Pisquicocha has granted the Company the right to continue to explore and develop
Winicocha  copper-gold  project  for a term of five year with an option to renew
for another five years in exchange  for payment by the Company of  approximately
U.S.$621.00 for the first year and then increasing by approximately  U.S.$311.00
for each year  thereafter  so that the Company is required to pay  approximately
U.S.$1,863.00  at the  beginning  of the fifth  year to  maintain  such right to
explore and develop the Winicocha project.

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


                                        7
<PAGE>






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.  During the course of the  reporting
period,  the Company sold less than 1% of Grupo to a Peruvian  national in order
to comply with Peruvian Law.

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

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

Holders
-------

As of February  11,  2005,  the Company had  approximately  30  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.


                                        8
<PAGE>






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

Effective November 22, 2004 (the "Effective Date" and "Issue Date"), the Company
entered into a Convertible  Debenture (the "Debenture") with Financiera  Dacorey
S.A. (the "Lender" as well as the  "Holder"),  in the amount of US$500,000  (the
"Principal").

The Debenture will bear interest (the "Interest") on the Principal  outstanding,
at a rate of eight percent (8%),  calculated and paid  semi-annually in arrears,
commencing  the Issue  Date and  continuing  until  payment  of all  outstanding
Principal,  Interest and any costs.  The Principal shall be paid on November 22,
2006 (the "Due Date"), and any acceleration  thereof;  and in the event that any
of the Principal and Interest has been reduced by an exercise of the  Conversion
Option (as defined  below)  then the reduced  Principal  and  Interest  shall be
considered paid and discharged.

While the Debenture is outstanding,  the Lender shall have the option to convert
(the "Conversion  Option") some or all of the Principal and Interest unpaid into
units ("Units") of the Company at a conversion price (the "Conversion Price") of
$.50 per Unit.  Each Unit  consists of one share of common  stock of the Company
and one share purchase warrant (each a "Warrant" or "Warrants"). For a period of
two years from the date of issuance of the Warrants,  each Warrant  entitles the
holder thereof to acquire an additional Share at a price of $.50 per Share.

The Lender may  exercise  the right to convert  this  Debenture by delivery of a
notice of exercise of the Conversion  Option,  which may be exercised at no less
than $30,000 of unpaid  Principal and Interest  (except as to the last remaining
portion) of this Debenture which is tendered for conversion.

Subject to the Company not being in default of any part of this  Debenture,  the
Company being a reporting and trading issuer listed in good standing on a public
trading forum and the Company's common shares trading at an average volume of no
less than  100,000  shares  per day for the  previous  30 days and at US$1.70 or
more,  the  Company  may require  that some or all of the  Principal  amount and
Interest be converted  (the "Put") under the  Conversion  Option,  employing the
above  Conversion  Price,  commencing  one year after the  Effective  Date.  The
Company shall give the Lender notice of the Put by notice in writing accompanied
by an  appropriate  certificate  for  Shares in the name of the  Lender  (or any
proper  assignee of which the Company has been given  notice) and, upon delivery
of the same and acceptance by the Lender,  firstly,  Interest and then Principal
shall be diminished  and  absolutely  considered  paid and discharged as to such
converted amount by employment of the Put.


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

     N/A


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

     N/A




                                        9
<PAGE>






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

     N/A


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. Section 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: February 11, 2005               Per:        /s/ Ian Brodie
                                          -------------------------------------
                                          Ian Brodie, President and Director



























                                       10