================================================================================

     As filed with the Securities and Exchange Commission on April 15, 2005

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-KSB

(Mark one)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.

      For the fiscal year ended December 31, 2004

                                       OR

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

      For the transition period from   to

                          Commission File No: 000-46494

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

                              KEY GOLD CORPORATION
              (Exact Name of Small Business Issuer in its Charter)

                   Nevada                                  98-0372619
        (State or Other Jurisdiction                    (I.R.S. Employer
     of Incorporation or Organization)                 Identification No.)

                   1942 Broadway
                     Suite 504
                  Boulder, Colorado                                 80302
(Address and telephone number of Principal Executive Offices)     (Zip Code)

                                 (303) 323-1927
                (Issuer's Telephone Number, Including Area Code)

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

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchanged 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
|_|

      Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

<TABLE>
<CAPTION>
<S>                                                                                                <C>
State issuer's revenues for its most recent fiscal year:......................................     $            0

State the aggregate market value of the voting and non-voting common equity held by
   non-affiliates computed by reference to the price at which the common equity was
   sold, or the average bid and asked price of such common equity, as of April 14,
   2005.......................................................................................     $   11,429,814

Number of shares of Common Stock ($0.01 par value) outstanding as of the close of
   business on April 14, 2005:................................................................         41,870,370

Transitional Small Business Disclosure Format                                                      Yes |_| No |X|
</TABLE>
================================================================================


                                     - 1 -
<PAGE>

                      PRIMAL SOLUTIONS, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

                                    PART I                                    3

Item 1.     Business                                                          3

Item 2.     Property                                                         11

Item 3.     Legal Proceedings                                                12

Item 4.     Submission of Matters to a Vote of Security Holders              12

                                   PART II                                   12

Item 5.     Market for Common Equity and Related Stockholder Matters         12

Item 6.     Management's Discussion and Analysis                             12

Item 7.     Financial Statements                                             15

Item 8.     Changes In and Disagreements With Accountants on Accounting
              and Financial Disclosure                                       16

Item 8A.    Controls and Procedures                                          16

Item 8B     Other Information                                                16

                                   PART III                                  16

Item 9.     Directors, Executive Officers, Promoters and Control Persons,
              Compliance With Section 16(a) of the Exchange Act              16

Item 10.    Executive Compensation                                           17

Item 11.    Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters                                18

Item 12.    Certain Relationships and Related Transactions                   18

Item 13.    Exhibits                                                         18

Item 14.    Principal Accountant Fees and Services                           19

================================================================================


                                     - 2 -
<PAGE>

                                     PART I

Item 1. Business

Business Overview

      The Company was incorporated in March 2002 in the state of Nevada. The
Company's initial business plan was to develop a dental portal that was to
provide assistance and information to dentists, consumers, and industry
providers in the dental industry.

      On May 17, 2004, we changed our name to Key Gold Corporation. In
connection with the name change, our Chairman, Chief Executive Officer, and
majority shareholder resigned and a new sole director and management were
appointed. We adopted a new business plan to pursue funding for geological
mapping of a specified region in China with the ultimate intent to participate
in the exploring and mining for precious and non-precious metals and other
mineral resources in that region.

Industry Background

      In March 2002, China's State Economic and Trade Commission (SETC) formally
lifted the ban on foreign investment in gold production, introducing a Mineral
Title Law and Mining Code modeled after those of Australia and Canada.

      In 2003, for the first time in her history, China's gold production
reached 200 tons. In the first five months of 2004, according to China's
Ministry of Land and Resources, the industry absorbed over $8 billion of foreign
capital:

o     $4.5 billion in prospecting;

o     $3.3 billion in exploitation; and

o     over $200 million in exploration rights to over 300 properties.

      As of this year, China is the fourth largest gold producer in the world,
with an estimated 4,000 tons of gold reserves.

Our Business Focus

      The key to our strategy is to explore for mining projects with gold
deposit potentials of at least 100,000 ounces of gold at an operating cost of
less than $125 per ounce.


      The Company is exploring what it hopes to be a high-grade gold deposit in
an area of strong gold showings in the Fengcheng precious metals district of
PRC; initial targets have been identified and expected to be advanced in the
summer of 2005.


      The company's focus is low cost exploration and production. Holding costs
for the China property are approximately $9.85 per square kilometer for the
first three years of the project, an extremely competitive acquisition. Work
commitments for the first year are $224 square kilometer. In total, initial
first year commitment on the initial 106 square kilometer block is less than
$195,000.

      In the future, the Company expects to continue pursuing additional
high-profile gold prospects in China and in other target regions in an effort to
continually expand stockholder value.

      People's Republic of China

      As of May 17, 2004, we agreed with JHP Resources Limited, a company
incorporated in British Columbia, Canada ("JHP"), to subscribe for up to 8,000
of its Series A shares. The 2,000 currently issued and outstanding shares (the
"Current Ordinary Shares") of JHP's capital stock constitute its Ordinary
Shares. The sole material difference between JHP's Series A shares and its
Ordinary Shares is that Series A shares are nonvoting shares and cannot be
converted into Ordinary Shares until we have subscribed for an aggregate of


                                     - 3 -
<PAGE>

6,000 Series A shares. JHP and we currently expect that we will need to tender
the sum of up to $900,000 to subscribe for 6,000 shares. JHP and we currently
expect that we will subscribe for an aggregate of 8,000 Series A shares for a
total of $1.2 million on the terms set forth in a Share Subscription Agreement
(the "Subscription Agreement") with JHP, as described below.

      On April 21, 2004, prior to the negotiation and execution of the
Subscription Agreement with us, JHP entered into a letter agreement (the "Letter
Agreement") with Fengcheng Gold Corporation, Liaoning, an enterprise
incorporated in Liaoning province, PRC (the "PRC Company"), for the
establishment of a Sino-foreign equity joint venture company named "Liaoning
Taixing International Gold Mining Co. Ltd.," incorporated in Liaoning province,
PRC (the "Joint Venture Company"). The intended business of the Joint Venture
Company is the exploration of precious and non-precious metals and other mineral
resources within a specified region in the south of Fengcheng, northeast
extending, covers an area of 800 km2, including Hongqi Town, Bianmen Town,
Dongtang Town o f Fengcheng City and Tangshancheng Town of Dandong City, PRC.

      Pursuant to the terms of the Letter Agreement, the Joint Venture Company
is to conduct its intended business for a term of 25 years. The PRC Company is
to obtain all required regulatory and governmental consents (the "Consents") and
to obtain all exploration permits (the "Permits"), in consideration of which the
PRC Company is to receive 21% of the registered capital of the Joint Venture
Company. JHP is to contribute a total investment of $1.2 million, at which time
it will hold 79% of the registered capital.

      JHP's investment in the Joint Venture Company is to occur in four stages,
each in the sum of $300,000. JHP's first stage of investment is to occur within
10 days of the PRC Company having obtained the Consents and Permits. JHP is to
bear all pre-operating expenses of the Joint Venture Company; however, those
expenses may be offset against its first stage investment.

      JHP's second stage of investment is to occur at the later of three months
after the establishment of the Joint Venture Company or the PRC Company having
obtained the Consents and Permits. At such time and subject to the PRC Company's
consent, JHP has the option to forgo funding its second stage of investment and
transferring to the PRC Company a certain amount of JHP's registered capital in
the Joint Venture Company such that JHP would hold 19% and the PRC Company would
hold 81% of the registered capital in the Joint Venture Company.

      If JHP tenders its second stage of investment, its third stage of
investment is to occur six months thereafter. At such time and subject to the
PRC Company's consent, JHP has the option to forgo funding its third stage of
investment and transferring to the PRC Company a certain amount of JHP's
registered capital in the Joint Venture Company such that JHP would hold 39% and
the PRC Company would hold 61% of the registered capital in the Joint Venture
Company.

      If JHP tenders its third stage of investment, its forth and final stage of
investment is to occur six months thereafter. At such time and subject to the
PRC Company's consent, JHP has the option to forgo funding its fourth stage of
investment and transferring to the PRC Company a certain amount of JHP's
registered capital in the Joint Venture Company such that JHP would hold 59% and
the PRC Company would hold 41% of the registered capital in the Joint Venture
Company.

      In the event that JHP shall forgo any stage of its investment in the
manner described above, it is relieved of its obligations for any further stage
of investment. If JHP tenders its fourth stage of investment, and if the Joint
Venture Company requires additional funding, such funding may be tendered by
third parties or by JHP and the PRC Company. If both JHP and the PRC Company are
required to advance any of such funding, the advances shall be in the form of
unsecured, interest-free, fully subordinated loans, the principal amounts of
which shall be and shall remain proportionate to their respective holding of the
Joint Venture Company's registered capital. If either JHP or the PRC Company
declines to fund its respective advance, the party may fund such other party's
advance, which funding shall be deemed to be an inter-party loan. Such loan
shall bear interest at 8% per annum, with mandatory principal and interest
payments equivalent to 75% of the distributions from the Joint Venture Company
to which such indebted party would otherwise have been entitled, until its
inter-party loan shall have been repaid in full.

      The Board of Directors of the Joint Venture Company is to consist of five
members, three to be appointed by JHP and two by the PRC Company. The
Supervisory Committee of the Joint Venture Company is to consist of three
members, two to be appointed by JHP and the convener by the PRC Company. The
General Manager and the Chief Financial Officer of the Joint Venture Company are
to be appointed by JHP and the Chief Operating Officer by the PRC Company.

      In connection with the transactions contemplated by the Letter Agreement,
we entered a series of agreements with JHP, effective as of May 18, 2004:

      o     Subscription Agreement;


                                     - 4 -
<PAGE>

      o     Deed of Put Option (the "Put Option"); and

      o     Deed of Call Option (the "Call Option").

      The Subscription Agreement provides that our investment in JHP, or its
successor, is to occur in four tranches, each in the sum of $300 thousand, and
are due concurrently with JHP's stages of investment in the Joint Venture
Company. If JHP forgoes any stage of its investment in the Joint Venture
Company, we have no obligation to subscribe for any further tranches to JHP. We
can also notify JHP of our decision not to subscribe for any tranche for any
other reason. Until the completion of the fourth tranche, we have the exclusive
right to subscribe for shares of JHP's capital stock, unless we have notified
JHP of our decision not to subscribe for any further tranches. We have agreed to
tender to JHP, on or before the subscription date for the first tranche, the sum
of $100 thousand for services that it performed in connection with the
transactions contemplated by the Subscription Agreement.

      On July 28, 2004, the PRC Company acquired the appropriate government
approvals and a license for exploration and drilling on its gold property in
Fengcheng, PRC. As of April 13, 2005, the PRC Company had not contributed the
license into the Joint Venture Company. The contribution of the license triggers
the funding requirement for the Company to invest the first of four $300,000
share purchase transaction in JHP.

      The Joint Venture Company and JHP have also been performing preliminary
assessment work, including mapping and sampling on the Joint Venture Company's
initial 106 square kilometer properties in Fengcheng City. Further, JHP is
continuing its identification of gold occurrences along the northeasterly
trending property area.

Mongolia

      On February 25, 2005, we approved an agreement with QGX Ltd. ("QGX"), an
Ontario-based company, whereby we can earn an interest in the following three
exploration licenses in Mongolia held by QGX: Uhaa Hudag; Bayan Bulag; and
Tsaidam. These three licenses represent Mesothermal gold prospects located in
the south-central Gobi desert.

      Uhaa Hudag is the most advanced license of the three and consists of a
series of mesothermal gold-bearing quartz veins hosted within metasedimentary
rocks. During 1995 and 1997 QGX did extensive work at Uhaa Hudaag including
trenching, geologic mapping, geophysical surveys and drilling. Visible gold was
found in the quartz veins exposed by a series of eleven trenches over 1 km of
strike distance. The vein system is contained within an alteration zone up to
120 m wide and 2.5 kms long. A four-hole drill program by QGX in 2003 to test
200 m of known strike length returned multiple narrow intersections of
significant gold.

      Bayan Bulag and Tsaidam have not been drilled to date

      The Company can earn a 60% interest in the three licenses by spending $1.5
million on the properties and issuing 500,000 common shares of the Company to
QGX over a period of three years ending February 28, 2008. The Company has
committed to spend $400,000 on the properties in the first year. Should the
Company fail to spend $400,000 in the first year, it will pay any shortfall in
cash to QGX and the agreement will be terminated. Upon completion of the 60%
earn-in, the Company has the right to increase its interest in any of the
licenses to 75% by funding the cost of obtaining a positive feasibility study
for a mine on that property.

Sales and Marketing

      We have not commenced sales and marketing activities, as we have not yet
commenced our exploration activities in Fengcheng City and Mongolia.

Competition

      The Company competes with other mining companies in connection with the
acquisition of prospective properties and joint venture projects. There is
competition for the limited number of opportunities, some of which is with other
companies having substantially greater financial resources than the Company. As
a result, the Company may have difficulty acquiring attractive projects at
reasonable prices.

      The Company believes no single company has sufficient market power to
affect the price or supply of gold or other minerals in the world market.


                                     - 5 -
<PAGE>

Research and Development

      We expect our growth objectives will be achieved modern exploration
techniques that have not been deployed in Fengcheng region of China and by
drilling. We believe we are developing a high-grade gold deposit in an area of
strong gold showings. Initial targets in the Fengcheng precious metals district
are currently being identified and drilling is scheduled for the third quarter
2005.

Intellectual Property

      We have no patents, trademarks, licenses, franchises, concessions, or
royalty agreements.

Effect of Foreign Government Regulations

      Management believes that the climate for foreign investment in China and
Mongolia is unprecedented. Presently, there is foreign investment of over $8
billion in prospecting, exploitation and mineral rights in over 300 properties
in China. Surrounded by some of the world's largest but as yet mostly unexplored
mineral deposits, Mongolia encourages foreign investment through one of the most
progressive and transparent licensing systems in Asia.

      China has opened its gold mining industry to direct investment and
participation by foreign mining firms. The country has enacted a newly reformed
Mineral Title Law and Mining Code, modeled after those of Australia and Canada
and western mineral exploration companies are now descending upon the country's
geology at an increasing rate.

      According to China's Ministry of Land and Resources, in just the first
five months of last year, China's mining industry absorbed over US$8 billion of
foreign capital, of which US$4.5 billion was used in prospecting and US$3.3
billion was used in mineral exploitation. Additionally, exploration rights to
over 300 properties were granted to foreign mining companies operating in China
in 2003.

      Mining operations and exploration activities are subject to various
national, state, provincial and local laws and regulations in China and Mongolia
as well as other jurisdictions, which govern prospecting, development, mining,
production, exports, taxes, labor standards, occupational health, waste
disposal, protection of the environment, mine safety, hazardous substances and
other matters. The Company has pending applications for those licenses, permits
and other authorizations currently required to conduct its explorations in China
(through its joint venture company). In China, joint venture agreements,
business licenses for joint venture companies, and the acquisition and transfer
of exploration and mining permits are all acquired subject to government
approval. Such approval may involve many levels of government (i.e. Federal,
Provincial, County and/or City approval), and the Company cannot guarantee that
all such approvals will be successfully obtained even where a joint venture has
been successfully established. Moreover, even where joint venture agreements
obtain government approval and business licenses are issued, there can be no
guarantee that the transfer and/or acquisition of exploration and/or mining
permits will be approved, nor can the Company guarantee that such approvals will
be obtained from all levels of government required for such approval.

      The Company believes that it is and will continue to be in compliance in
all material respects with applicable statutes and the regulations passed in
China. There are no current orders or directions relating to the Company with
respect to the foregoing laws and regulations.

Environmental Regulation

      The Company's exploration projects are subject to various federal, state,
and local laws and regulations governing protection of the environment, both in
China and Mongolia. These laws are continually changing and, as a general
matter, are becoming more restrictive. The Company's policy is to conduct
business in a way that safeguards public health and the environment. The Company
believes that its operations are conducted in material compliance with
applicable laws and regulations. Changes to current local, state, or federal
laws and regulations in the jurisdictions where the Company operates or may
operate in the future could require additional capital expenditures and
increased operating costs. Although the Company is unable to predict what
additional legislation, if any, might be proposed or enacted, additional
regulatory requirements could impact the economics of its projects.

      In the proceeding year, there were no material environmental incidents or
non-compliance with any applicable environmental regulations. The Company
estimates that it will not incur material capital expenditures for environmental
control facilities during the current fiscal year.


                                     - 6 -
<PAGE>

Employees

      As of March 31, 2005, the Company had no full-time employees. The Company
obtains the services of John Anderson, its Chief Executive Officer, on a
consultancy basis through its agreement with Axiom Consulting Corp., a Canadian
corporation ("Axiom"). John Anderson, who serves as our Chief Executive Officer
and as our sole director, is also a director, officer, and sole shareholder of
Axiom. (See Item 10, Executive Compensation -- Employment Agreements and Item
12, Certain Relationships and Related Transactions.) The Company obtains
additional administrative and engineering services on a consultancy basis.
Substantially all of the Company's employment requirements are satisfied at the
Joint Venture Company level.

                                  RISK FACTORS

      Ownership of our common stock involves a high degree of risk, you should
consider carefully the factors set forth below, as well as other information
contained in this annual report.

Risks Related to Our Business and Our Marketplace

A Substantial or Extended Decline in Gold Prices Would Have a Material Adverse
Effect on the Company

      Our business is dependent on the price of gold, which is affected by
numerous factors beyond our control. Factors tending to put downward pressure on
the price of gold include:

      o     Sales or leasing of gold by governments and central banks;

      o     A strong U.S. dollar;

      o     Global and regional recession or reduced economic activity;

      o     Speculative trading;

      o     Decreased demand for industrial uses, use in jewelry or investment;

      o     High supply from production, disinvestment and scrap;

      o     Sales by producers in forward transactions and other hedging
            transactions; and

      o     Devaluing local currencies (relative to gold priced in U.S. dollars)
            leading to lower production costs and higher production in certain
            regions.

      Any drop in the price of gold adversely impacts our revenues, profits and
      cash flows.

      In addition, a sustained low gold price can:

      o     Reduce revenues further through production cutbacks due to cessation
            of the mining of deposits or portions of deposits that have become
            uneconomic at the then-prevailing gold price;

      o     Halt or delay the development of new projects;

      o     Reduce funds available for exploration, with the result that
            depleted reserves are not replaced; and/or

      o     Reduce existing reserves, by removing ores from reserves that cannot
            be economically mined or treated at prevailing prices.

      Gold Producers Must Continually Obtain Additional Reserves

      Gold producers must continually replace reserves depleted by production.
Depleted reserves must be replaced by expanding known ore bodies or by locating
new deposits in order for producers to maintain production levels over the long
term. Exploration is highly speculative in nature, involves many risks and
frequently is unproductive. No assurances can be given that any of our new or
ongoing exploration programs will result in new mineral producing operations.
Once mineralization is discovered, it may take many years from the initial
phases of drilling until production is possible, during which time the economic
feasibility of production may change.


                                     - 7 -
<PAGE>

      Estimates of Proven and Probable Reserves Are Uncertain

      Estimates of proven and probable reserves are subject to considerable
uncertainty. Such estimates are, to a large extent, based on interpretations of
geologic data obtained from drill holes and other sampling techniques. Producers
use feasibility studies to derive estimates of operating costs based upon
anticipated tonnage and grades of ore to be mined and processed, the predicted
configuration of the ore body, expected recovery rates of metals from the ore,
comparable facility, equipment, operating costs, and other factors. Actual
operating costs and economic returns on projects may differ significantly from
original estimates. Further, it may take many years from the initial phase of
drilling before production is possible and, during that time, the economic
feasibility of exploiting a discovery may change.

      Increased Costs Could Affect Profitability

      Costs at any particular mining location frequently are subject to
variation from one year to the next due to a number of factors, such as changing
ore grade, metallurgy and revisions to mine plans in response to the physical
shape and location of the ore body. In addition, costs are affected by the price
of commodities such as fuel and electricity. Such commodities are at times
subject to volatile price movements, including increases that could make
production at certain operations less profitable. A material increase in costs
at any significant location could have a significant effect on our
profitability.

      Mining Accidents or Other Adverse Events at a Mining Location Could Reduce
Our Production Levels

      At any of our operations, production may fall below historic or estimated
levels as a result of mining accidents such as a pit wall failure in an open pit
mine, or cave-ins or flooding at underground mines. In addition, production may
be unexpectedly reduced at a location if, during the course of mining,
unfavorable ground conditions or seismic activity are encountered; ore grades
are lower than expected; the physical or metallurgical characteristics of the
ore are less amenable to mining or treatment than expected; or our equipment,
processes or facilities fail to operate properly or as expected.

      Mining Companies Are Subject to Extensive Environmental Laws and
Regulations

      Our exploration, mining and processing operations are regulated in all
countries in which we operate under various federal, state, provincial and local
laws relating to the protection of the environment, which generally include air
and water quality, hazardous waste management and reclamation. Delays in
obtaining or failure to obtain government permits and approvals may adversely
impact our operations. The regulatory environment in which we operate could
change in ways that would substantially increase costs to achieve compliance, or
otherwise could have a material adverse effect on our operations or financial
position.

      Our Operations Are Subject to Risks of Doing Business Abroad

      Exploration, development and production activities outside of North
America are potentially subject to political and economic risks, including:

      o     Cancellation or renegotiation of contracts;

      o     Disadvantages of competing against companies from countries that are
            not subject to U.S. laws and regulations, including the Foreign
            Corrupt Practices Act;

      o     Changes in foreign laws or regulations;

      o     Royalty and tax increases or claims by governmental entities,
            including retroactive claims;

      o     Expropriation or nationalization of property;

      o     Currency fluctuations (particularly in countries with high
            inflation);

      o     Foreign exchange controls;

      o     Restrictions on the ability of local operating companies to sell
            gold offshore for U.S. dollars, or on the ability of such companies
            to hold U.S. dollars or other foreign currencies in offshore bank
            accounts;

      o     Import and export regulations, including restrictions on the export
            of gold;

      o     Restrictions on the ability to pay dividends offshore;

      o     Risk of loss due to civil strife, acts of war, guerrilla activities,
            insurrection and terrorism;


                                     - 8 -
<PAGE>

      o     Risk of loss due to disease and other potential endemic health
            issues; and

      o     Other risks arising out of foreign sovereignty over the areas in
            which our operations are conducted.

      Consequently, our exploration, development and production activities may
be substantially affected by factors beyond our control, any of which could
materially adversely affect our financial position or results of operations.
Furthermore, in the event of a dispute arising from such activities, we may be
subject to the exclusive jurisdiction of courts outside North America, which
could adversely affect the outcome of a dispute.

      Currency Fluctuations May Affect Costs

      Currency fluctuations may affect the costs that we incur at our
operations. Gold is sold throughout the world based principally on the U.S.
dollar price, but a portion of our operating expenses are incurred in local
currencies. The appreciation of non-U.S. dollar currencies against the U.S.
dollar can increase the costs of gold production in U.S. dollar terms at mines
located outside the United States, making such mines less profitable.

      Our Earnings Could Be Affected by the Prices of Other Commodities

      Our earnings also could be affected by the prices of other commodities
such as fuel and other consumable items, although to a lesser extent than by the
price of gold. The prices of these commodities are affected by numerous factors
beyond our control.

      We Compete With Other Mining Companies

      We compete with other mining companies to attract and retain key
executives and other employees with technical skills and experience in the
mining industry. We also compete with other mining companies for rights to mine
properties containing gold and other minerals. There can be no assurance that we
will continue to attract and retain skilled and experienced employees, or to
acquire additional rights to mine properties.

      The Company's Limited Operating History Makes It Difficult to Judge Its
Prospects

      The Company has a limited operating history upon which an evaluation of
the Company, its current business and its prospects can be based. Investors
should consider any purchase of the Company's shares in light of the risks,
expenses, and problems frequently encountered by all companies in the early
stages of its corporate development.

      Future Sales Of Shares May Adversely Impact The Value Of The Company's
Stock

If required, the Company may seek to raise additional capital through the sale
of common stock. Future sales of shares by the Company or its stockholders could
cause the market price of its common stock to decline.

      Mineral Exploration And Development Activities Are Speculative In Nature

      Resource exploration and development is a speculative business,
characterized by a number of significant risks including, among other things,
unprofitable efforts resulting not only from the failure to discover mineral
deposits but from finding mineral deposits which, though present, are
insufficient in quantity and quality to return a profit from production. The
marketability of minerals acquired or discovered by the Company may be affected
by numerous factors which are beyond the control of the Company and which cannot
be accurately predicted, such as market fluctuations, the proximity and capacity
of milling facilities, mineral markets and processing equipment and such other
factors as government regulations, including regulations relating to royalties,
allowable production, importing and exporting of minerals and environmental
protection, the combination of which factors may result in the Company not
receiving an adequate return of investment capital.

      Substantial expenditures are required to establish ore reserves through
drilling, to develop metallurgical processes to extract the metal from the ore
and, in the case of new properties, to develop the mining and processing
facilities and infrastructure at any site chosen for mining. Although
substantial benefits may be derived from the discovery of a major mineralized
deposit, no assurance can be given that minerals will be discovered in
sufficient quantities and grades to justify commercial operations or that funds
required for development can be obtained on a timely basis. Estimates of
reserves, mineral deposits and production costs can also be affected by such
factors as environmental permitting regulations and requirements, weather,
environmental factors, unforeseen technical difficulties, unusual or unexpected
geological formations and work interruptions. In addition, the grade of ore
ultimately mined may differ from that indicated by drilling results. Short term
factors relating to reserves, such as the need for orderly development of ore
bodies or the processing of new or different grades, may also have an adverse


                                     - 9 -
<PAGE>

effect on mining operations and on the results of operations. Material changes
in ore reserves, grades, stripping ratios or recovery rates may affect the
economic viability of any project.

      The Company Will Be Subject To Operating Hazards And Risks Which May
Adversely Affect The Company's Financial Condition

      Mineral exploration involves many risks, which even a combination of
experience, knowledge and careful evaluation may not be able to overcome. The
Company's operations will be subject to all the hazards and risks normally
incidental to exploration, development, and production of metals, such as
unusual or unexpected formations, cave-ins or pollution, all of which could
result in work stoppages, damage to property and possible environmental damage.
The Company does not have general liability insurance covering its operations
and does not presently intend to obtain liability insurance as to such hazards
and liabilities. Payment of any liabilities as a result could have a materially
adverse effect upon the Company's financial condition

      The Company Currently Relies On Certain Key Individuals And The Loss Of
One Of These Certain Individuals Could Have An Adverse Effect On The Company

      The Company's success depends to a certain degree upon certain key members
of the management. These individuals are a significant fact in the Company's
growth and success. The loss of the service of members of the management and
certain key employees could have a material adverse effect on the Company. In
particular, the success of the Company is highly dependant upon the efforts of
the President, Treasurer, Secretary, CEO and director of the Company, John
Anderson, and the loss of whose services would have a material adverse effect on
the success and development of the Company.

      The Company Does Not Maintain Key Man Insurance To Compensate The Company
For The Loss Of Certain Individuals

      The Company does not anticipate having key man insurance in place in
respect of any of its senior officers or personnel.

      We Are An Exploration Company, And There Is NO Assurance That A
Commercially Viable Deposit or Reserve Exists On Any Of The Properties For Which
The Company Has , Or Might Obtain An Interest.

      The Company is an exploration stage company and cannot give assurance that
a commercially viable deposit, or "reserve," exists on any properties for which
the Company currently has (through a joint venture agreement) or may have
(through potential future joint venture agreements or acquisitions) an interest.
Therefore, determination of the existence of a reserve depends on appropriate
and sufficient exploration work and the evaluation of legal, economic, and
environmental factors. If the Company fails to find a commercially viable
deposit on any of its properties, its financial condition and results of
operations will be materially adversely affected.

      We Require Substantial Funds Merely To Determine Whether Commercial
Mineral Deposits Exist on Our Properties

      Any potential development and production of the Company's exploration
properties depends upon the results of exploration programs and/or feasibility
studies and the recommendations of duly qualified engineers and geologists. Such
programs require substantial additional funds. Any decision to further expand
the Company's operations on these exploration properties is anticipated to
involve consideration and evaluation of several significant factors including,
but not limited to:

      o     Costs of bringing each property into production, including
            exploration work, preparation of production feasibility studies, and
            construction of production facilities;
      o     Availability and costs of financing;
      o     Ongoing costs of production;
      o     Market prices for the minerals to be produced;
      o     Environmental compliance regulations and restraints; and
      o     Political climate and/or governmental regulation and control.


                                    - 10 -
<PAGE>

      General Mining Risks

      Factors beyond the control of the Company may affect the marketability of
any substances discovered from any resource properties the Company may acquire.
Metal prices, in particular gold and copper prices, have fluctuated widely in
recent years. Government regulations relating to price, royalties, allowable
production and importing and exporting of minerals can adversely affect the
Company. There can be no certainty that the Company will be able to obtain all
necessary licenses and permits that may be required to carry out exploration,
development and operations on any projects it may acquire and environmental
concerns about mining in general continue to be a significant challenge for all
mining companies.

      Our common stock may be subject to penny stock rules, which may make it
more difficult for our stockholders to sell their common stock.

      Broker-dealer practices in connection with transactions in "penny stocks"
are regulated by certain penny stock rules adopted by the Securities and
Exchange Commission ("SEC"). Penny stocks generally are equity securities with a
price of less than $5.00 per share. The penny stock rules require a
broker-dealer, prior to a purchase or sale of a penny stock not otherwise exempt
from the rules, to deliver to the customer a standardized risk disclosure
document that provides information about penny stocks and the risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that prior to a transaction in
a penny stock the broker-dealer make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules.

      We are not required to meet or maintain any listing standards for our
common stock to be quoted on the OTC Bulletin Board or in the Pink Sheets, which
could affect our stockholders' ability to access trading information about our
common stock.

      The OTC Bulletin Board and the Pink Sheets are each separate and distinct
from the Nasdaq Stock Market and any national stock exchange, such as the New
York Stock Exchange or the American Stock Exchange. Although the OTC Bulletin
Board is a regulated quotation service operated by the NASD, that displays
real-time quotes, last sale prices, and volume information in over-the-counter
("OTC") equity securities like our common stock, and although Pink Sheets'
Electronic Quotation Service is an Internet-based, real-time quotation service
for OTC equities for market makers and brokers that provides pricing and
financial information for the OTC securities markets, we are not required to
meet or maintain any qualitative or quantitative standards for our common stock
to be quoted on either the OTC Bulletin Board or in the Pink Sheets. Our common
stock does not presently meet the minimum listing standards for listing on the
Nasdaq Stock Market or any national securities exchange, which could affect our
stockholders' ability to access trading information about our common stock.
Additionally, we are required to satisfy the reporting requirements under the
Securities Exchange.

      We are a development stage company and our financial statements contain a
going concern qualification.

      Since inception, the Company has been in the development stage and has
incurred losses totaling approximately $589,000. The Company has historically
funded its operations through debt or equity financing. Its ability to continue
as a going concern is dependent on its ability to continue to raise additional
capital to fund future operations and ultimately to attain profitable
operations, as to the availability of which there can be no assurance. The
Company's audited financial statements provide a going concern qualification, as
the various factors reviewed by the Company's auditors raise substantial doubt
as to the Company's ability to continue as a going concern.


Item 2. Properties

      We do not own any real estate, but lease approximately 1,254 square feet
of office space in Vancouver, British Columbia through Axiom. We entered into
this lease agreement on January 1, 2005 and maintain a month-to-month tenancy.
Our monthly rent payment is approximately $2,509.00.

      On June 15, 2004, we also entered into a sublease agreement for an
additional 329 square feet of office space in Denver, Colorado with a monthly
rent payment of approximately $850.00 through May 31, 2005.


                                    - 11 -
<PAGE>

Item 3. Legal Proceedings

      We are not currently a party to any material legal proceeding.

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

      No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.


                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

      Our common stock has been quoted on the OTC Bulletin Board since February
25, 2004, and currently is quoted on the OTC Bulletin Board and the Pink Sheets
under the trading symbol "KYGC." The following table sets forth the high and low
bid prices for our common stock for the periods indicated, as reported by OTC
Bulletin Board. Such quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commissions, and may not necessarily represent actual
transactions.

                                                           Bid
                                                --------------------------
                                                    High          Low
                                                ------------- ------------
Year ended December 31, 2004:
First Quarter (1)...........................    $       NONE  $      NONE
Second Quarter (2)..........................            2.30         0.04
Third Quarter...............................            1.50         0.84
Fourth Quarter..............................            1.35         0.88

-----------------------
(1)   The Company did not qualify to trade until February 25, 2004.
(2)   The Company completed an 8 for 1 stock split on May 18, 2004.

      As of March 31, 2005, there were approximately 44 holders of record of our
common stock.

      We have never declared or paid any cash dividends on our common stock. For
the foreseeable future, we expect to retain any earnings to finance the
operation and expansion of our business.

Item 6. Management's Discussion And Analysis Of Financial Condition And Results
        Of Operations

THE FOLLOWING PRESENTATION OF OUR MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD BE
READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL
INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.

A Note About Forward-Looking Statements

      This Annual Report on Form 10-KSB contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 that
are based on current management's expectations. These statements may be
identified by their use of words like "plans", "expect", "aim", "believe",
"projects", "anticipate", "intend", "estimate", "will", "should", "could" and
other expressions that indicate future events and trends. All statements that
address expectations or projections about the future, including statements about
our business strategy, expenditures, and financial results are forward-looking
statements. We believe that the expectations reflected in such forward-looking
statements are accurate. However, we cannot assure you that such expectations
will occur.

      Actual results could differ materially from those in the forward looking
statements due to a number of uncertainties including, but not limited to, those
discussed in this section. Factors that could cause future results to differ
from these expectations include general economic conditions, further changes in
our business direction or strategy; competitive factors, mining and exploration
uncertainties, and an inability to attract, develop, or retain technical,
consulting, managerial, agents, or independent contractors both with respect to
us and with respect to JHP (as defined below) and LTI (as defined below). As a


                                    - 12 -
<PAGE>

result, the identification and interpretation of data and other information and
their use in developing and selecting assumptions from and among reasonable
alternatives requires the exercise of judgment. To the extent that the assumed
events do not occur, the outcome may vary substantially from anticipated or
projected results, and accordingly, no opinion is expressed on the achievability
of those forward-looking statements. No assurance can be given that any of the
assumptions relating to the forward-looking statements specified in the
following information are accurate, and we assume no obligation to update any
such forward-looking statements. You should not unduly rely on these
forward-looking statements, which speak only as of the date of this Annual
Report. Except as required by law, we are not obligated to release publicly any
revisions to these forward-looking statements to reflect events or circumstances
occurring after the date of this report or to reflect the occurrence of
unanticipated events.

Overview of the Company

      We are a start-up, development stage company and have not yet generated or
realized any revenues from our business operations. During the second quarter
2004, we borrowed $500,000 in an arms-length transaction from an unaffiliated
third party, which funds were applied toward our working capital and accounting
and filing fees with the balance of such funds allocated for our transaction
with JHP Resources Limited, a company incorporated in British Columbia, Canada
("JHP"), and for additional operating capital. The $500,000 debt obligation was
converted later in the second quarter 2004 into 500,000 shares of our common
stock.

      In May 2004, we changed our core business from continuing our development
of a vertically integrated dental website and adopted a new business plan to
pursue funding for geological mapping of a specified region in China with the
ultimate intent to participate in the exploring and mining for precious and
non-precious metals and other mineral resources in that region. We have since
expanded the scope of our expected exploration and mining activities to
Mongolia, as well. Initially, we commenced the financing of exploration of
precious and non-precious metals and other mineral resources within a specified
region in the south of Fengcheng, People's Republic of China (the "PRC"). In
connection with the change in our core business, we entered into a Subscription
Agreement with JHP to subscribe for up to 8,000 of its Series A shares, at an
anticipate cost of $1,200,000 as well as a Deed of Put Option, and a Deed of
Call Option. For a more detailed description of our transactions with Dr.
Mitchell and with JHP, please see our Schedule 14f-1, filed with the Securities
and Exchange Commission on May 10, 2004, and our Current Report on Form 8-K,
filed with the Securities and Exchange Commission on May 18, 2004. During the
quarter ended September 30, 2004, we made an initial payment of $88,642 toward
the cost of the JHP shares.

      Effective as of May 17, 2004, we changed our name from "DDI International
Inc." to "Key Gold Corporation" and our common stock was split on an
eight-for-one basis. Effective upon the opening of the markets on May 18, 2004
our trading symbol was changed to "KYGC," and we obtained a new Cusip number of
49308W 10 5. Concurrently, we "forward split" our common stock on an
eight-for-one basis.

      On September 1, 2004, we closed a private placement financing for the
issuance of 370,370 shares of our common stock for the aggregate consideration
of $500,000 at a deemed price of $1.35 per share. Additionally, we granted one
full warrant for each share purchased with an exercise price of $1.50 per share.
Each warrant has a term of two years.

      Prior to May 2004, when we operated as DDI, we had raised $25,000 in a Reg
S non-public offering in April 2002, which funds were used to pay for our
organizational costs and the costs of our registration statement. On March 15,
2002, we borrowed $3,000 from our then-president, Dr. Brooke Mitchell, which
funds were used for working capital and for accounting and filing fees.
Effective on May 17, 2004, Dr. Brooke Mitchell, our sole Director, President,
and Chief Executive Officer, and Rene Daignault, our Secretary and Treasurer,
resigned and John Anderson was appointed to serve in those capacities. We also
entered into a series of arrangements with Dr. Mitchell, pursuant to which:

      o     Dr. Mitchell forgave our promissory obligation to him in the amount
            of $3,000 and accrued interest;

      o     We cancelled our contractual right to acquire certain assets from
            Dr. Mitchell;

      o     Dr. Mitchell tendered 5,875,000 (pre-split) shares of common stock
            owned of record and beneficially by him for cancellation;

      o     We entered into a mutual general release with Dr. Mitchell; and

      o     We tendered the sum of $49,000 to Dr. Mitchell.

Limited Operating History; Need For Additional Capital


                                    - 13 -
<PAGE>

      There is no historical financial information about us upon which to base
an evaluation of our performance. We are a development stage company and have
not generated any revenues from our current operations. We cannot guarantee we
will be successful in our new core business, or in any business operations. Our
business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and in the exploration of
precious and non-precious metals and other mineral resources.

      We have no assurance that future financing will be available on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue with our current business plan. If equity financing is available to us
on acceptable terms, it could result in additional dilution to our existing
stockholders.

Results of Operations for the Fiscal Years Ended December 31, 2004 and 2003

      From inception to December 31, 2004, we had a loss of $589,000.
Substantially all of such amount was generated in the 2004 fiscal year.

      Operating expenses increased from $5,200 for the prior fiscal year to
$564,000 for the fiscal year ended December 31, 2004. An analysis of the
increases in the operating expenses and the relevant components is set forth
below.

      During the 2004 fiscal, we expended $169,000 for professional fees and
$22,000 for regulatory and filing fees, in comparison with $3,400 for
professional fees and $1,800 for regulatory and filing fees in the prior year.
The increases in expenses relating to professional fees and regulatory and
filing fees reflects legal and regulatory set-up fees incurred in the in
connection with the conversion of our core business in May 2004 and the various
professional expenses related to the start-up of such operations. After May 17,
2004, we engaged the services of certain consultants, attributable to a change
in the operation of our core business, including the hiring of various
geological and development consultants. One of our consultants is John Anderson,
who serves as our sole officer and director. Accordingly, our consulting fees
increased from nil to $68,000 (related party) and $34,000. Finally, during the
2004 fiscal year, we expended $41,000 in advertising and advertising-related
fees, as compared to none in the prior fiscal year, reflecting the costs of
developing and operating our website following the change in our core business
and various investor relations related expenses.

      Our per-share net loss, based on the weighted average number of
outstanding shares of common stock, was less than one cent for each of the two
fiscal years.

      Our general and administrative expenses increased from nil during our 2003
fiscal year to $15,000 for the 2004 fiscal year. These increases were
attributable to the change in our core business in May 2004.

Liquidity and Capital Resources

      As of December 31, 2003 our total assets were $2,950 (all of which were
current) and our total liabilities were $2,702 (all of which were current),
resulting in working capital of $248. As of December 31, 2004, our total assets
were $644,000 (all of which were current) and our total liabilities were
approximately $38,600 (all of which were current), resulting in working capital
of $605,000 The increase in total assets is a result of an increase in cash from
our convertible debt fundings after our change in business plan. During the year
ended December 31, 2004, the Company converted two notes amounting to $500,000
into 500,000 shares of common stock. The fair value per share on the date of
conversion was $1.43 such that the cumulative fair value of the shares
transferred to satisfy the notes and accrued interest was $715,000. (See Note 4
to the Company's financial statements.) In August 2004, as part of its private
placement offering, the Company sold equity units consisting of the Company's
common stock and one warrant to acquire one share of the Company's common stock
at $1.50 per share with an exercise period that expired 24 months after the
units purchase by the investor.

      Despite its negative cash flows from operation of $325,836 and $5,788 for
the years ended December 31, 2004 and 2003, respectively, the Company has been
able to obtain additional operating capital through private equity funding
sources. Management's plan includes the continued development and eventual
implementation of its business plan. The Company has relied upon equity funding
and loans from shareholders since inception.

      No assurances can be given that the Company can obtain sufficient working
capital through the sale of the Company's common stock and borrowing or that the
development and implementation of its business plan will generate sufficient
revenues in the future to sustain ongoing operations. These factors raised
substantial doubt with our auditor about our ability to continue as a going
concern.

      As of the date of this Annual Report, we have yet to generate any revenues
from our business operations.


                                    - 14 -
<PAGE>

Plan of Operation for the Next Twelve Months

      Until we changed our core business, we had funded our operations
principally from our April 2002 non-public offering and from the March 15, 2004,
$3,000 loan from Dr. Brooke Mitchell. After our change of business in May 2004,
we have funded our operations from the above-referenced $500,000 loan (now
converted into 500,000 shares of our common stock) and from proceeds of our
$500,000 private placement of common stock and warrants. Although we expect
that, during the next 12 months, our operating capital needs will be met our
current economic resources and, if required, by additional loan or private
capital stock transactions, there can be no assurance that funds required will
be available on terms acceptable to us or at all. If we are unable to raise
sufficient funds on terms acceptable to us, we may be unable to complete our
business plan. If equity financing is available to us on acceptable terms, it
could result in additional dilution to our existing stockholders.

      On July 28, 2004, we received confirmation from JHP that Liaoning Taixing
International Gold Mining Company Ltd. ("LTI"), a joint-venture entity
established in the PRC, between JHP and Fengcheng Gold Corporation, Liaoning, a
PRC domiciled enterprise, acquired the appropriate government approvals for
exploration and drilling on its gold property in Fengcheng, PRC, and that LTI
has received its official business license as a joint co-operative company in
the PRC. LTI and JHP have also been performing preliminary assessment work,
including mapping and sampling on the joint venture's initial 106 square
kilometer properties in Fengcheng City. Further, JHP is continuing its
identification of gold occurrences along the northeasterly trending property
area.

Off-Balance Sheet Arrangements.

      We are party to a Subscription Agreement with JHP, pursuant to which we
may purchase up to 8,000 of its Series A shares. As a result, JHP's financial
success or failure may have an indirect impact on our financial success or
failure by virtue of our subscription of JHP Series A shares. JHP is currently
engaged in a joint venture with Fengcheng Gold Corporation in the joint venture
entity, LTI. LTI is engaged in preliminary geological assessment work, including
the mapping and sampling of LTI's properties in Fengcheng City, PRC. We are
unable to predict the probability of success or failure of LTI's operations, nor
of its indirect impact on our financial success or failure.

Current Conditions

      In May 2004, the Company entered an agreement to purchase over a period of
time 8,000 shares of JHP with an anticipated cost of $1,200,000. During the year
ended December 31, 2004, the Company made a payment of $88,462 for professional
fees reimbursement related to the formation of this venture. These fees have
been expensed and are reflected in the Company's statement of operations for
2004. If the share purchase transaction is completed, the Company will have a
64% interest in JHP. The proceeds from the share purchase agreement are expected
to be used by JHP in the funding of a Joint Venture Company for the purpose of
the geological mapping of an area in Fengcheng City, China. Eventually, if
successful, the Joint Venture Company is expected to participate in the income
stream from the mining of minerals extracted from the mapped area. In late July
2004, the Joint Venture Company received Chinese governmental approval and a
license to go forward with the geological mapping process. Participation in the
future income stream from the joint venture will depend upon the Company's
ability to raise the funds necessary to complete the share purchase agreement.

      On February 25, 2005, we approved an agreement with QGX Ltd. ("QGX"), an
Ontario-based company, to acquire a 60% interest in intangible assets
(exploration licenses in Mongolia). These intangible assets consist of
exploration licenses in Mongolia. We have the possibility of earning an interest
in the following three exploration licenses in Mongolia held by QGX: Uhaa Hudag;
Bayan Bulag; and Tsaidam. These three licenses represent Mesothermal gold
prospects located in the south-central Gobi desert. We have committed to
spending $1.5 million and issuing 500,000 common shares over a period of three
years ending February 28, 2008 to acquire these intangible assets.

Item 7.  Financial Statements

      Our consolidated financial statements required to be included in Item 7
are set forth in the Index to Financial Statements set forth on page F-1 of this
report.

Item 8. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure.

      On August 12, 2004, the Company dismissed Dale Matheson Carr-Hilton
LaBonte ("DMCH") as the Company's principal accountant effective on such date.


                                    - 15 -
<PAGE>

On August 12, 2004, the registrant appointed Kelly & Co. ("Kelly") as the
Company's new principal accountant. DMCH's report on the Company's financial
statements for fiscal years 2002 and 2003 did not contain an adverse opinion or
a disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope or accounting principles. The decision to change accountants was
recommended and approved by the Company's Board, functioning as an audit
committee.

      During fiscal years 2002 and 2003 and the subsequent interim period
through March 31, 2004, there were no disagreements with DMCH on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of DMCH, would have caused them to make reference to the subject matter of the
disagreement(s) in connection with their report, nor were there any reportable
events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B.

      The Company engaged Kelly as its new independent accountant on August 12,
2004. During fiscal years 2002 and 2003 and the subsequent interim period
through March 31, 2004, neither the Company nor someone on its behalf engaged
Kelly regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, or any matter that was
either the subject of a "disagreement" or a "reportable event," both as such
terms are defined in Item 304 of Regulation S-B.

Item 8A.  Controls and Procedures

      The Company maintains a system of disclosure controls and procedures which
are designed to ensure that information required to be disclosed by the Company
in the reports filed under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified under the Securities and Exchange
Commission's rules and forms. Based on an evaluation performed, the Company's
certifying officer has concluded that the disclosure controls and procedures
were effective as of the end of the period covered by this report to provide
reasonable assurance of the achievement of these objectives.

      Notwithstanding the foregoing, there can be no assurance that the
Company's disclosure controls and procedures will detect or uncover all failures
of persons within the Company to disclose material information otherwise
required to be set forth in the Company's reports.

      We do not believe that there has been any change in the Company's internal
control over financial reporting during the period covered by this report that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

Item 8B.  Other Information

      There is no other information required to be disclosed during the fourth
quarter of the fiscal year covered by this report.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

Executive Officers and Directors

      The following table sets forth certain information regarding our executive
officers and directors as of April 12, 2005:

Name                Age                        Position
-----------------   ---   -----------------------------------------------------
John Anderson        41   President, Chief Executive Officer, Secretary,
                          Treasurer, and Director

      John Anderson, President, Chief Executive Officer, Secretary, Treasurer,
and Director. Mr. Anderson has served as President, Chief Executive Officer,
Secretary, and Treasurer of the Company since May 7, 2004. From December of 1994
to the present, Mr. Anderson has been president of Axiom, a personal consulting
and investing company primarily involved in capital raising for private and
public companies in North America, Europe, and Asia. From February of 2001 to
the present, he has served as a director of Wescorp Energy, Inc., a publicly
traded Nevada corporation, and from March of 2003 to the present as its
president and chief executive officer. In addition, from 2000 to the present he
has served as a director of CTI Diversified Holdings Ltd. and from 2003 to the
present as a director of Brett Resources Corp. Mr. Anderson holds a B.A. from
University of Western Ontario.


                                    - 16 -
<PAGE>

Committees

      The Company does not have any standing nominating or compensation
committees of the Board, or committees performing similar functions.

Audit Committee Functions

      The Company does not have a separately designated standing audit
committee. Rather, its entire board of directors performs the required functions
of an audit committee. Our Board is responsible for: (1) selection and oversight
of our independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls
and auditing matters; (3) establishing procedures for the confidential,
anonymous submission by our employees of concerns regarding accounting and
auditing matters; (4) engaging outside advisors; and, (5) funding for the
outside auditory and any outside advisors engagement by the audit committee.

Disclosure Committee

      The Company has a disclosure committee and disclosure committee charter.
Its disclosure committee is comprised of all of its officers and directors. The
purpose of the committee is to provide assistance to the chief executive officer
and the chief financial officer in fulfilling their responsibilities regarding
the identification and disclosure of material information about the Company and
the accuracy, completeness, and timeliness of its financial reports.

Meetings of the Board of Directors

      The Board did not hold any meetings during the fiscal year ended December
31, 2004, but the sole director executed not less than 12 written consents
during the course of the year.

Code of Ethics

      The Company adopted a code of ethics that applies to all its executive
officers and employees. A copy of the adopted code of ethics is attached to the
Company's 2003 Annual Report on Form 10-KSB as Exhibit 99.1 - Code of Ethics.
The Company undertakes to provide any person with a copy of its code of ethics
free of charge. Please contact Mr. Anderson at (303) 323-1927 to request a copy
of the Company's code of ethics. Management believes the Company's code of
ethics is reasonably designed to deter wrongdoing and promote honest and ethical
conduct; provide full, fair, accurate, timely and understandable disclosure in
public reports; comply with applicable laws; ensure prompt internal reporting of
code violations; and provide accountability for adherence to the code.

Item 10.  Executive Compensation

      John Anderson, who serves as President, Chief Executive Officer,
Secretary, and Treasurer, does not receive any compensation. There are no
current plans to compensate him, unless and until the Company begins to realize
revenues and become profitable in its business operations. Since its inception,
no stock options, stock appreciation rights, or long-term incentive plans have
been granted, exercised, or repriced.

Employment Agreements

      The Company entered into a Consulting Agreement, effective April 1, 2004,
with Axiom to provide consulting and management services for the Company. Mr.
Anderson is a director, officer, and sole shareholder of Axiom. In consideration
for these services, the Company pays Axiom a fee of $7,500 per month. Upon
expiration of the agreement, either party may renew for a term of one year or
longer, if desired. The minimum commitment under this agreement is $90,000 for
2005 and $22,500 for 2006.

      There are no other employment agreements between the Company and any named
executive officer, and there is no employment agreement or other compensating
plan or arrangement with regard to the named executive officer that provides for
specific compensation in the event of resignation, retirement, other termination
of employment or from a change of control of the Company or from a change in the
named executive officer's responsibilities following a change in control.

Compensation of Directors


                                    - 17 -
<PAGE>

      Our sole director does not receive any compensation, as such.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

      As of March 31, 2005, the Company had 41,870,370 shares of common stock
outstanding.

      The table following sets forth information regarding the beneficial
ownership of common stock for each person who is known by us to be the
beneficial owner of more than five percent of our voting securities, for each of
our directors and named executive officers, and all of our directors and
executive officers as a group. Unless otherwise indicated in the footnotes, each
person named below has sole voting and investment power over the shares
indicated.

      For purposes of this table, a person is deemed to be the "beneficial
owner" of the number of shares of common stock that such person has the right to
acquire within 60 days of March 31, 2005 through the exercise of any option,
warrant or right, through the conversion of any security, through the power to
revoke a trust, discretionary account, or similar arrangement, or through the
automatic termination of a trust, discretionary account or similar arrangement.

<TABLE>
<CAPTION>
Name of Beneficial Owner / Management and Addresses                         Number of Shares     Percent of Class
------------------------------------------------------------------------  --------------------- -------------------
<S>                                                                       <C>                   <C>
John Anderson (1)....................................................                1,000,000                2.39%

Rene Daignault (2)...................................................                4,000,000                9.55%

All executive officers and directors as a group (1 person)...........                1,000,000                2.39%
</TABLE>


------------------------
(1)   Shares are held in the name of Axiom Consulting Corp. The business address
      for this person is Suite 1300-885 West Georgia Street, Vancouver, British
      Columbia, V6C 3E8.
(2)   The address for this person is 2175 Cortell Street, North Vancouver,
      British Columbia, V7P 2A8.

Item 12.  Certain Relationships And Related Transactions

      The Company entered into a Consulting Agreement, effective April 1, 2004,
with Axiom to provide consulting and management services for the Company. Mr.
Anderson is a director and officer of Axiom and in consideration for these
services, the Company will pay Axiom a fee of $7,500 plus GST per month.

      On January 1, 2005, Axiom leased approximately 1,254 square feet of office
space in Vancouver, British Columbia. The Company currently utilizes this space
for general office and administrative purposes and pays approximately $2,509 a
month for rent.

Item 13.  Exhibits

                                  (a) Exhibits

                                INDEX TO EXHIBITS
Exhibit
Number                               Description of Document
--------------- ----------------------------------------------------------------

           2.3  Articles of Merger between Key Gold Corporation (as merging
                entity) and DDI International Inc. (as surviving entity), filed
                with Secretary of State of Nevada on May 17, 2004, filed as
                Exhibit 2.3 to the Company's Current Report on Form 8-K filed on
                May 18, 2004 (the "May 2004 8-K"), and incorporated by
                reference.

           3.1  Corporate Charter filed as Exhibit 3.1 to the Company's
                Registration Statement on Form SB-2 filed on June 5, 2002 (the
                "Registration Statement"), and incorporated herein by reference.

           3.2  Articles of Incorporation of the Company filed as Exhibit 3.2 to
                the Registration Statement and incorporated herein by reference.

           3.3  Bylaws of the Company filed as Exhibit 3.3 to the Company's
                Registration Statement and incorporated herein by reference.


                                    - 18 -
<PAGE>

           3.4  Articles of Incorporation of Key Gold Corporation (as merging
                entity), filed with the Secretary of State of Nevada on May 5,
                2004, filed as Exhibit 3.4 to the Company's May 2004 8-K and
                incorporated by reference.

          10.1  Articles of Incorporation of Key Gold Corporation (as merging
                entity), filed with the Secretary of State of Nevada on May 5,
                2004, filed as Exhibit 3.4 to the Company's May 2004 8-K and
                incorporated by reference.

          10.2  Form of Share Subscription Agreement between the Company and JHP
                Resources Limited filed as Exhibit 10.6 to the Company's May
                2004 8-K and incorporated herein by reference.

          10.3  Form of Deed of Put Option by the Company in favor of Grantee
                filed as Exhibit 10.7 to the Company's May 2004 8-K and
                incorporated herein by reference.

          10.4  Form of Deed of Call Option by Grantor in favor of the Company
                filed as Exhibit 10.7 to the Company's May 2004 8-K and
                incorporated herein by reference.

          10.5* Sublease dated June 15, 2004 by and between Company and Broadway
                Suites, Inc.

          10.6* Lease dated January 1, 2005 by and between P. Sun's Enterprises
                (Vancouver) Ltd. and Axiom Consulting Corp.

          10.7* Addendum to the Lease dated March 10, 2005 by and between P.
                Sun's Enterprises (Vancouver) Ltd. and Axiom Consulting Corp.

          10.8* Consulting Agreement dated May 31, 2003 by and between Company
                and Axiom Consulting Corp.

          10.9* Letter Agreement dated February 18, 2005 by and between Company
                and QGX Ltd.

          31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act

          32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act

          99.1  Code of Ethics filed as Exhibit 99.1 to the Company's 2003
                10-KSB and incorporated herein by reference.

          99.2  Audit Committee Charter filed as Exhibit 99.2 to the Company's
                2003 10-KSB and incorporated herein by reference.

          99.3  Disclosure Committee Charter filed as Exhibit 99.3 to the
                Company's 2003 10-KSB and incorporated herein by reference.

--------------------------
*        Filed herewith.

Reports on Form 8-K

A current report on Form 8-K was filed on November 23, 2004 for an Item 8 Event.

Item 14.  Principal Accountant Fees and Services

      For the year ended December 31, 2004, Kelly & Co. audited the Company's
consolidated financial statements and provided tax return and tax related
services. On August 12, 2004, the Company dismissed Dale Matheson Carr-Hilton
LaBonte ("DMCH") as the Company's principal accountant effective on such date.
On August 12, 2004, the registrant appointed Kelly & Co. ("Kelly") as the
Company's new principal accountant. For the year ended December 31, 2003, Dale
Matheson Carr-Hilton LaBonte audited the Company's consolidated financial
statements and provided tax return and tax related services.


                                    - 19 -
<PAGE>

      The aggregate fees billed for professional services by the accountants in
2004 and 2003 were as follows:

                                         2004             2003
                                   ----------------  ---------------

Audit Fees....................     $        20,000   $          936

Audit Related Fees (1)........     $        17,031   $        1,204

Tax Fees......................     $             0   $            0
                                   ----------------  ---------------

All Other Fees................     $             0   $            0
                                   ----------------  ---------------

Total.........................     $        31,031   $        2,140
                                   ================  ===============

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

(1)   Quarterly review fees.

      It is the Board's policy and procedure to approve in advance all audit
engagement fees and terms and all permitted non-audit services provided by our
independent auditors. We believe that all audit engagement fees and terms and
permitted non-audit services provided by our independent auditors as described
in the above table were approved in advance by our Board.

================================================================================


                                    - 20 -
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     KEY GOLD CORPORATION

                                     By: /S/ JOHN ANDERSON
                                         -----------------------------
                                         John Anderson
                                         President, Secretary, and Treasurer



                                     Date: April 15, 2005

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
Signature                                                  Title                                               Date
------------------------------    -------------------------------------------------------------           --------------
<S>                               <C>                                                                     <C>
       /s/ John Anderson          President, Chief Executive Officer, Secretary, Treasurer, and           April 15, 2005
------------------------------    Director (Principal Executive  and Financial Officer)
         John Anderson
</TABLE>

================================================================================

                                    - 21 -

<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                              Financial Statements


                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004

<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Index to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
================================================================================

<TABLE>
<CAPTION>
<S>                                                                                                           <C>
Report of Independent Registered Public Accounting Firm.........................................................F-1

Report of Former Independent Registered Public Accounting Firm..................................................F-2

Financial Statements of Key Gold Corporation (formerly DDI International Inc.) (A Company in
   the Development Stage):

       Balance Sheet as of December 31, 2004....................................................................F-3

       Statements of Operations For Each of the Two Years in the Period Ended December 31,
        2004 and for the Period from March 22, 2002 (Inception) to December 31, 2004 ...........................F-4

      Statement of Shareholders' Equity for the Period From March 22, 2002 (Inception) to
        December 31, 2004 ......................................................................................F-5

       Statements of Cash Flows For Each of the Two Years in the Period Ended December 31,
        2004 and for the Period from March 22, 2002 (Inception) to December 31, 2004 ...........................F-7

Notes to the Financial Statements as of December 31, 2004 and For Each of the Two Years in the
   Period Ended December 31, 2004 and for the Period From March 22, 2002 (Inception) to
   December 31, 2004 ...........................................................................................F-9
</TABLE>

<PAGE>

             Report of Independent Registered Public Accounting Firm




We have audited the accompanying balance sheet of Key Gold Corporation (formerly
DDI International, Inc.), a Company in the Development Stage, as of December 31,
2004 and the related statements of operations, shareholders' equity and cash
flows for the year then ended and for the period from March 22, 2002 (inception)
to December 31, 2004. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The Company's financial statements as
of and for the year ended December 31, 2003 and for the period from March 22,
2002 (inception) to December 31, 2003 were audited by other auditors whose
report, dated March 25, 2004, on those statements included an explanatory
paragraph that described that the Company was in the initial development stage
and had incurred losses since inception thereby raising substantial doubt about
the Company's ability to continue as a going concern as discussed in Note 1 to
those financial statements. The financial statements for the year ended December
31, 2003 and for the period from March 22, 2002 (inception) through December 31,
2003 and reflect net losses of $5,161 and $24,752, respectively. The other
auditors' report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for such prior periods, is based solely on the
report of such other auditors.


We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit and the report of
the other auditors provide a reasonable basis for our opinion.


In our opinion, based on our audit and the report of other auditors, such
financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2004 and the results of its
operations and its cash flows for the year then ended, and for the period from
March 22, 2002 (inception) through December 31, 2004 in conformity with
accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6, Financial
Results, Liquidity and Management's Plan, to the financial statements, the
Company has incurred net losses since inception, is in the development stage,
has experienced negative cash flows from operations since inception and has
significantly modified and not yet implemented its current business plan. The
Company must rely on the sale of its common stock and borrowing until it is able
to generate sufficient revenues in the future to sustain its ongoing operations.
These factors raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 6. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Kelly & Company
----------------------
Kelly & Company
Costa Mesa, California
April 13, 2005



                                      F-1
<PAGE>

[LETTERHEAD OF DALE MATHERSON CARR-HILTON LABONTE]

                          INDEPENDENT AUDITORS' REPORT
--------------------------------------------------------------------------------


To the Stockholders and Board of Directors of DDI International Inc.

We have audited the statements of operations, stockholders' equity and cash
flows for the year ended December 31, 2003 and the period from March 22, 2002
(inception) to December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audits in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, these financial statements present fairly, in all material
respects, the Company's results of operations and cash flows and changes in
stockholders' equity for the year ended December 31, 2003 and the period from
May 3, 2002 (inception) to December 31, 2003 in accordance with generally
accepted accounting principles in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is in the initial development stage and has
incurred losses since inception raising substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 6. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                             "Dale Matheson Carr-Hilton LaBonte"
                                                           CHARTERED ACCOUNTANTS

Vancouver, B.C.
March 25, 2004


                                      F-2
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                                  Balance Sheet

                                December 31, 2004
--------------------------------------------------------------------------------

                                     ASSETS

<TABLE>
<CAPTION>
<S>                                                                              <C>
Current assets:
      Cash                                                                       $    631,114
      Prepaid expenses and other                                                       12,564
                                                                                 ------------
Total assets                                                                     $    643,678
                                                                                 ------------

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

      Due to related party                                                             17,540
      Accrued accounting and auditing fees                                       $     21,000
                                                                                 ------------

Total current liabilities                                                              38,540
                                                                                 ============

 Commitments and contingencies


 Shareholders' equity:

      Common stock, $.001 par value, 200,000,000 shares authorized, 41,870,370
        shares issued and outstanding                                                  41,870
      Additional paid in capital                                                    1,214,130
      Deficit accumulated during the development stage                               (650,862)
                                                                                 ------------

Total shareholders' equity                                                            605,138
                                                                                 ============

Total liabilities and shareholders' equity                                       $    643,678
                                                                                 ============
</TABLE>

    The accompanying notes are an integral part of the financial statements.



                                      F-3
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                            Statements of Operations

       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
================================================================================

<TABLE>
<CAPTION>
                                                                                          For the
                                                                                         Period From
                                                        For the Year Ended              March 22, 2002
                                               -------------------------------------    (Inception) to
                                               December 31, 2004   December 31, 2003   December 31, 2004
                                                ----------------    ----------------    ----------------
<S>                                             <C>                 <C>                 <C>
Operating expenses:
      General and administrative                $         15,447                  --    $         16,245
      Professional fees                                  168,524    $          3,402             185,751
      Consulting fees                                     34,242                  --              34,242
      Consulting fee- related party                       67,500                  --              67,500
      Regulatory and filing fees                          22,398               1,759              28,125
      Advertising                                         40,999                  --              41,999
                                                ----------------    ----------------    ----------------

           Total operating expenses                      349,110               5,161             373,862
Interest expense                                         215,000                  --             215,000
                                                ----------------    ----------------    ----------------

Net loss                                        $       (564,110)   $         (5,161)   $       (588,862)
                                                ================    ================    ================

Net loss per common share - basic and diluted   $        (0.0095)   $        (0.0001)   $        (0.0076)
                                                ================    ================    ================

Weighted average number of shares outstanding
  - basic and diluted                                 59,112,123          88,000,000          77,583,288
                                                ================    ================    ================
</TABLE>

    The accompanying notes are an integral part of the financial statements.



                                      F-4
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                       Statements of Shareholders' Equity


       For the Period From March 22, 2002 (Inception) to December 31, 2004
================================================================================

<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                    Accumulated
                                                                     Additional      During the
                                         Common         Common         Paid-in      Development
                                         Shares         Stock          Capital         Stage            Total
                                      ------------   ------------   ------------    ------------    ------------
<S>                                   <C>            <C>            <C>             <C>             <C>
Balance, March 22, 2002 (inception)             --             --             --              --              --


       Issuance of common shares
        to an officer and director
        for the rights to acquire
        an intangible asset based
        upon the common share's
        fair value of $0.001 per
        share in March 2002              6,000,000   $      6,000             --    $     (6,000)             --

       Issuance of shares for
        cash at $0.005 per share
        in April 2002                    5,000,000          5,000   $     20,000              --    $     25,000

       Effect of a stock split on
        outstanding shares on an 8
        for 1 basis, effective May
        17, 2004                        77,000,000         77,000        (20,000)        (57,000)             --

       Net loss                                 --             --             --         (19,591)        (19,591)
                                      ------------   ------------   ------------    ------------    ------------

       Balance, December 31, 2002       88,000,000   $     88,000   $         --    $    (82,591)   $      5,409
</TABLE>

 The accompanying notes are an integral part of the financial statements.



                                      F-5
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                       Statements of Shareholders' Equity


       For the Period From March 22, 2002 (Inception) to December 31, 2004
================================================================================


<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                       Accumulated
                                                                        Additional     During the
                                          Common           Common        Paid-in       Development
                                          Shares           Stock         Capital         Stage            Total
                                       ------------    ------------    ------------   ------------    ------------
<S>                                    <C>             <C>             <C>            <C>             <C>
Balance, December 31, 2002               88,000,000    $     88,000    $         --   $    (82,591)   $      5,409

        Net loss                                 --              --              --         (5,161)         (5,161)
                                       ------------    ------------    ------------   ------------    ------------

Balance, December 31, 2003               88,000,000          88,000              --        (87,752)            248


         Redemption and retirement
          of common shares in a
          treasury stock transaction
          based on a release
          agreement price per share
          of $0.001 in May 2004         (47,000,000)        (47,000)             --          1,000         (46,000)

         Issuance of common shares
          in satisfaction of debt at
          $1.43 per share in June
          2004 based on the value of
          the stock issued                  500,000             500         714,500             --         715,000

         Issuance of equity units
          comprised of one share and
          one warrant for cash at a
          per equity unit price of
          $1.35 in August 2004              370,370             370         499,630             --         500,000
        Net loss                                 --              --              --       (564,110)       (564,110)
                                       ------------    ------------    ------------   ------------    ------------

Balance, December 31, 2004               41,870,370    $     41,870    $  1,214,130   $   (650,862)   $    605,138
                                       ============    ============    ============   ============    ============
</TABLE>


    The accompanying notes are an integral part of the financial statements.



                                      F-6
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                            Statements of Cash Flows

       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             For the
                                                                                           Period From
                                                             For the Year Ended          March 22, 2002
                                                -------------------------------------     (Inception) to
                                                December 31, 2004   December 31, 2003   December 31, 2004
                                                 ----------------    ----------------    ----------------
<S>                                              <C>                 <C>                 <C>
Cash flows from operating activities:
      Net loss                                   $       (564,110)   $         (5,161)   $       (588,862)
           Adjustments to reconcile net loss
             to net cash used in operating
             activities:
                Interest expense recorded on
                  debt:equity conversion                  215,000                  --             215,000
           Changes in operating assets and
             liabilities:
                  Prepaid expenses and other              (12,564)                 --             (12,564)
                  Accounts payable and accrued
                    expenses                               35,838                (627)             38,540
                                                 ----------------    ----------------    ----------------
Net cash used in operating activities                    (325,836)             (5,788)           (347,886)
                                                 ----------------    ----------------    ----------------
Cash flows provided by financing activities:
      Proceeds from issuance of two notes                 500,000                  --             500,000
      Proceeds from a note from the then
        Chairman, Chief Executive Officer
        and majority shareholder                            3,000                  --               3,000
      Amount paid to the then Chairman, Chief
        Executive Officer and majority
        shareholder in connection with the
        Release Agreement                                 (49,000)                 --             (49,000)
      Proceeds from issuance of common stock              500,000                  --             525,000
                                                 ----------------    ----------------    ----------------
Net cash provided by financing activities                 954,000                  --             979,000
                                                 ----------------    ----------------    ----------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.



                                      F-7
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                            Statements of Cash Flows

       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             For the
                                                                           Period From
                                          For the Year Ended              March 22, 2002
                                 ------------------------------------     (Inception) to
                                 December 31, 2004  December 31, 2003   December 31, 2004
                                  ----------------   ----------------    ----------------
<S>                               <C>                <C>                 <C>
Net increase (decrease) in cash   $        628,164   $         (5,788)   $        631,114
Cash - beginning of period                   2,950              8,738                  --
                                  ----------------   ----------------    ----------------
Cash - end of period              $        631,114   $          2,950    $        631,114
                                  ================   ================    ================
</TABLE>

Supplemental Disclosure of Non-Cash Financing Activities:


During the year ended December 31, 2004, the Company converted two notes
amounting to $500,000 into 500,000 shares of common stock with a fair value of
$715,000.


During 2002, the Company issued 6,000,000 shares of common stock for the rights
to acquire an intangible asset.

    The accompanying notes are an integral part of the financial statements.


                                      F-8
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Notes to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

1.    Description of Business and Development Stage Operations


      The Company was incorporated in March 2002 in the state of Nevada. The
      Company's initial business plan was to develop a dental portal that was to
      provide assistance and information to dentists, consumers and industry
      providers in the dental industry.


      On May 17, 2004, DDI International, Inc. changed its name to Key Gold
      Corporation. In connection with the Company's name change, the Chairman,
      Chief Executive Officer and majority shareholder (the "former officer")
      resigned and a new sole director and management were put in place. At the
      same time as the former officer's resignation, he entered into a mutual
      release agreement (the "Agreement") with the Company; which among other
      things, provided for the redemption by the Company of all of his shares
      that were recorded as a treasury stock transaction (Notes 4 and 7).


      The Company adopted a new business plan to pursue funding for geological
      mapping of a specified region in China with the ultimate intent to
      participate in the exploring and mining for precious and non-precious
      metals and other mineral resources in that region. The Company anticipates
      funding its operations for the next twelve months through loans and
      additional equity financing as required.


2.    Summary of Significant Accounting Policies


      Basis of Presentation


      These financial statements are presented in United States dollars and have
      been prepared in accordance with accounting principles generally accepted
      in the United States.


      Fair Value of Financial Instruments


      In accordance with the requirements of Financial Accounting Standards
      Board's Statement of Financial Accounting Standards ("SFAS") No. 107, the
      Company has determined the estimated fair value of financial instruments
      using available market information and appropriate valuation
      methodologies. The fair value of financial instruments classified as
      current assets or liabilities approximate carrying value due to the
      short-term maturity of the instruments.



                                      F-9
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Notes to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

2.    Summary of Significant Accounting Policies, Continued


      Cash and Equivalents


      Cash is comprised of an amount held in the Company's outside counsel's
      trust fund account. The Company considers deposits that can be redeemed on
      demand and investments that have original maturities of less than three
      months, when purchased, to be cash equivalents. There are no cash
      equivalents as of December 31, 2004 The Company has no requirement for
      compensating balances. The Company did not have cash balances that
      exceeded the federally insured limits at December 31, 2004.


      Net Loss per Common Share


      Basic loss per share includes no dilution and is computed by dividing
      income available to common stockholders by the weighted average number of
      common shares outstanding for the period. The Company does not have any
      potentially dilutive securities; therefore, the accompanying presentation
      is only of basic loss per share.


      Stock Split

      On May 17, 2004, an eight-for-one stock split of the Company's common
      stock occurred. Accordingly, all capital accounts, historical share
      amounts, weighted average share, and loss per share amounts have been
      restated to reflect the forward stock split. As a result of the stock
      split, the restatement of the capital accounts increased the previously
      reported December 31, 2002 and 2003 accumulated deficit by $57,000 and
      decreased the previously reported additional paid-in capital by $20,000 at
      December 31, 2003 and 2002.


      Treasury Stock

      The Company elected to retire the treasury shares acquired in the May 2004
      Arrangements and Release Agreement (the "Release Agreement") entered into
      with the former officer and restore them to the status of authorized and
      unissued shares. The Company has chosen to record the treasury share
      transactions using the cost method. During the year ended December 31,
      2004, the Company retired 47,000,000 shares of common stock (Note 7).



                                      F-10
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Notes to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

2.    Summary of Significant Accounting Policies, Continued

      Income Taxes

      The Company follows the liability method of accounting for income taxes.
      Under this method, deferred income tax assets and liabilities are
      recognized for the future tax consequences attributable to differences
      between the financial statement carrying amounts of existing assets and
      liabilities and their respective tax balances. Deferred income tax assets
      and liabilities are measured using enacted or substantially enacted tax
      rates expected to apply to the taxable income in the years in which those
      differences are expected to be recovered or settled. The effect on
      deferred income tax assets and liabilities of a change in tax rates is
      recognized in income in the period that includes the date of enactment or
      substantive enactment.

      Use of Estimates and Assumptions

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States requires us to make
      estimates and assumptions that affect the reported amounts of assets,
      liabilities, revenues and expenses and disclosure of contingent
      obligations in the financial statements and accompanying notes. Our most
      significant assumptions are employed in estimates used in the
      determination of the deferred income tax asset valuation allowance,
      accrued obligations, and estimating stock-based charges. The estimation
      process requires assumptions to be made about future events and
      conditions, and as such, is inherently subjective and uncertain. Actual
      results could differ materially from our estimates.

      Advertising Costs

      Advertising costs are expensed as incurred. Advertising costs totaled
      $40,999, $0, and $41,999 for the years ended December 31, 2004 and 2003
      and for the period from March 22, 2002 (inception) to December 31, 2004,
      respectively.

      New Accounting Pronouncements

      In December 2004, the FASB issued Statement No. 123 (R), Share-Based
      Payment. This Statement eliminates the use of the intrinsic value method
      described in Accounting Principles Board ("APB") Opinion No. 25,
      Accounting for Stock Issued to Employees, and requires an entity to
      measure the cost of employee services received in exchange for an award of
      equity instruments based on the grant-date fair value of the award. That
      cost will be recognized over the period during which an employee is
      required to provide service in



                                      F-11
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Notes to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

2.    Summary of Significant Accounting Policies, Continued

      New Accounting Pronouncements, Continued

      exchange for the award. We expect to adopt the provisions of Statement No.
      123 (R) when it becomes a mandatory requirement, currently expected to be
      sometime in 2006. The Company does not expect the adoption of this
      statement to have a material impact on its financial position, results of
      operations or cash flows.

      In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
      Assets, an Amendment of APB Opinion No. 29. SFAS No. 153 eliminates
      certain exceptions from the principle that exchanges of nonmonetary assets
      should be measured based on the fair value of the assets exchanged. The
      Company does not expect the adoption of this statement to have a material
      impact on its financial position, results of operations or cash flows.

3.    Joint Ventures

      Fencheng, China Gold Venture

      In May 2004, the Company entered an agreement to purchase over time 8,000
      shares of a Canadian company with a purchase cost of $1,200,000. During
      the year ended December 31, 2004, the Company made a payment of $88,462
      for professional fees reimbursement to the Canadian company related to the
      documentation costs for this investment. The professional fees paid are
      not part of the purchase price of the 8,000 shares of the Canadian
      company. These fees have been expensed and are reflected in the statement
      of operations for 2004.

      Upon the Company's completion of the share purchase transaction and the
      conversion of the purchased preferred shares into common stock, the
      Company will have a 64% interest in the Canadian company. The proceeds
      from the share purchase agreement will be used by the Canadian company to
      fund its joint venture (the "joint venture") with a Chinese entity for the
      purpose of geological mapping in China. Eventually, if successful, the
      joint venture will participate in the income stream from the mining of
      minerals extracted from the mapped area.

      In late July 2004, the Chinese joint venture partner received the Peoples
      Republic of China ("PRC") governmental approval and a license (the formal
      approvals and concessions) (the "license") that permits the geological
      mapping process to move forward in Liaoning (Fencheng) Province, PRC. As
      of April 13, 2005, the Chinese venture partner had not



                                      F-12
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Notes to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

3.    Joint Ventures, Continued

      Fencheng, China Gold Venture, Continued

      contributed the license into the joint venture. The contribution of the
      license triggers the funding requirement for the Company to invest the
      first of four $300,000 share purchase transaction in the Canadian firm.
      Funding the four $300,000 share purchase transactions from the Canadian
      company with the eventual funding of the joint venture will depend upon
      the Company's ability to raise the necessary funds.

      Mongolian Gold Venture - (Subsequent Event)

      In March 2005, the Company entered into an agreement with a Canadian
      company to acquire a 60% interest in intangible assets. These intangible
      assets consist of exploration licenses in Mongolia. The Company has
      committed to spending $1.5 million and issuing 500,000 common shares over
      a period of three years ending February 28, 2008 to acquire these
      intangible assets.

4.    Notes Payable

      Due to the Former Officer

      In March 2004, the former officer loaned $3,000 to the Company to satisfy
      working capital requirements. The loan was payable on demand, bore an
      interest at a rate of 8% per annum compounded monthly and was unsecured.
      In May 2004, when the former officer resigned, he entered into a mutual
      release agreement with the Company. The Release Agreement provided for
      forgiveness of the note payable (Note 7). The satisfaction of this loan
      was accounted for as a reduction of the amount paid in the treasury stock
      redemption (Note 2).

      Due to a Third Party

      In May 2004, a third party, evidenced by two promissory straight notes
      (the "notes"), loaned the Company a total of $500,000 at a stated annual
      interest rate of 1.50 percent, with all principal and interest to be due
      and payable in January 2006. The investor offered and the Company accepted
      to convert the notes into the Company's common shares at a rate of $1.00
      per common share as of June 30, 2004 (Note 7). The fair value per share on
      the date of the conversion was $1.43. The cumulative fair value of the
      shares transferred to satisfy the notes and accrued interest was $715,000.
      The combined effective annual interest rate on the two notes was 424
      percent. Accordingly, the Company recorded interest expense related to the
      two promissory notes of $215,000.



                                      F-13
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Notes to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

5.    Deferred Income Taxes


      A significant portion of the net operating loss carry-forward may not be
      available to be realized for the Company because of a change in the
      ownership of the Company's shares of common stock. Due to the uncertainty
      of its realization and anticipated limitations on the loss carry-forward,
      a full valuation allowance has been provided for the deferred tax asset.


      There is no current or deferred income tax provision due to the Company's
      historical losses and valuation allowance.


      Significant components of the Company's deferred income tax assets and
      liabilities at December 31, 2004 and 2003 are as follows:

                                                       2004            2003
                                                   ------------    ------------

       Deferred income tax assets (liabilities):

           Net operating loss carryforward         $    200,229    $      8,432
           Valuation allowance                         (200,229)         (8,432)
                                                   ============    ============

       Net deferred income tax asset                         --              --
                                                   ============    ============


      The Company, based upon its history of losses and management's assessment
      of when operations are anticipated to generate taxable income, has
      concluded that it is more likely than not that none of the net deferred
      income tax assets will be realized through future taxable earnings and has
      established a valuation allowance for them. The valuation allowance
      increased by $191,797 during the year ended December 31, 2004.


      Reconciliation of the effective tax rate to the U.S. statutory rate is as
      follows:

<TABLE>
<CAPTION>
                                                                                         For the
                                                                                        Period From
                                                 For the             For the           March 22, 2002
                                               Year Ended           Year Ended         (Inception) to
                                            December 31, 2004    December 31, 2003    December 31, 2004
                                            -----------------    -----------------    -----------------
       <S>                                  <C>                  <C>                  <C>
       Tax expense at U.S. statutory rate              (34.0)%              (34.0)%              (34.0)%
       Change in valuation allowance                    34.0%                34.0%                34.0%
                                            ----------------     ----------------     ----------------
       Effective income tax rate                          --                   --                   --
                                            ================     ================     ================
</TABLE>



                                      F-14
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Notes to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

5.    Deferred Income Taxes, Continued

      The Company also has federal net operating loss carryforwards of $588,910.
      The federal net operating loss carryforwards will begin to expire in the
      years 2023. A significant portion of the net operating loss carry-forward
      may not be available to be realized for the Company because of a change in
      the ownership of the Company's shares of common stock. Due to the
      uncertainty of its realization and anticipated limitations on the loss
      carry-forward, a full valuation allowance has been provided for the
      deferred tax asset.

6.    Commitments and Contingencies

      Financial Results, Liquidity and Management's Plan

      The Company has incurred net losses for the years ended December 31, 2004
      and 2003 and for the period from March 22, 2002 (inception) to December
      31, 2004 of $564,110, $5,161, and $588,862, respectively. Despite its
      negative cash flows from operations of $325,836 and $5,788 and $347,886
      for the years ended December 31, 2004 and 2003 and for the period from
      March 22, 2002 (inception) to December 31, 2004, respectively, the Company
      has been able to obtain additional operating capital through private
      equity funding sources. Management's plans include the continued
      development and eventual implementation of its business plan. The Company
      has relied upon equity funding and loans from shareholders since
      inception.

      No assurances can be given that the Company can obtain sufficient working
      capital through the sale of the Company's common stock and borrowing or
      that the development and implementation of its business plan will generate
      sufficient revenues in the future to sustain ongoing operations. These
      factors raise substantial doubt about the Company's ability to continue as
      a going concern. The financial statements do not include any adjustments
      that might be necessary if the Company is unable to continue as a going
      concern.

      Facility Leases

      As of December 31, 2004, the Company was obligated under facilities
      sublease. Minimum lease requirements for the next year under the sublease
      agreement are as follows:

           Period ending December 31:
           --------------------------

           2005                            $    4,250
                                           ----------

                                           $    4,250
                                           ==========



                                      F-15
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Notes to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

6.    Commitments and Contingencies, Continued

      Facility Leases, Continued

      The facility sublease for the corporate office expires on May 31, 2005 and
      requires a monthly payment of $850 per month. Rent expense for the years
      ended December 31, 2004 and 2003 and for the period from March 22, 2002
      (inception) to December 31, 2004 amounted to $6,442, $0, and $6,442,
      respectively.

      The Company, through an entity owned by its Chief Executive Officer,
      leases office space in Vancouver, British Columbia. This lease commenced
      on January 1, 2005, requires a monthly payment of approximately $2,509, is
      on a month-to-month basis, and can be terminated at any time by either
      party.

      Litigation

      The Company is not aware of any litigation matters pending or threatened
      as of December 31, 2004 that will materially affect the Company's
      financial statements. The Company is sometimes involved in matters of
      litigation that the Company considers ordinary routine litigation
      incidental to the Company's business. The Company's policy is to accrue
      during a period, as a charge to operations, amounts related to legal
      matters if it is probable that a liability has been incurred and the
      amount of loss can be reasonably estimated, as required by SFAS No. 5,
      Accounting for Contingencies.

      Consulting Agreement with Related Party

      The Company has a corporate services agreement with an entity that is
      controlled by the Company's chairman of the board of directors and
      president that was entered into in April 2004. Under the terms of the
      agreement, the Company pays a monthly fee of $7,500 to the related entity
      for various corporate and administrative services and will continue
      through March 2006. Upon expiration of the agreement, either party may
      renew for a term of one year or longer, if desired. The minimum commitment
      under this agreement is $90,000 for 2005 and $22,500 for 2006. The
      corporate services agreement resulted in the recognition of $67,500 as a
      consulting fee-related party in 2004.



                                      F-16
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Notes to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

7.    Equity Transactions

      Common Stock

      Common Shares Split

      In April 2004, the Company's Board of Directors approved a forward-split
      of its issued and outstanding shares of common stock on an 8 for 1 basis
      for the shareholders of record on May 15, 2004 and was effective on May
      17, 2004. All capital accounts, historical share amounts weighted average
      share and loss per share data in this report give effect to the stock
      split, applied retroactively, to all periods presented.

      Redemption of Common Shares

      In May 2004, the former officer sold 47,000,000 shares of common stock
      back to the Company in a redemption of common shares. Pursuant to a
      release agreement between himself and the Company; he received a cash
      payment of $49,000 and caused the satisfaction of a $3,000 promissory note
      due from the Company (Note 4) as consideration for the shares retired. The
      net redemption price of $46,000 amounted to $0.001 per share of common
      stock. The redemption and ultimate retirement of the common shares has
      been accounted for as treasury stock transaction (Note 2).

      Common Shares Issued in Satisfaction of Debt

      In June 2004 the Company issued 500,000 shares of its common stock in
      consideration of the satisfaction of two notes with a combined face value
      of $500,000 (Note 4).

      Sale of Equity Units

      In August 2004, the Company sold 370,370 equity units to one party who had
      previously loaned the Company money (Note 4) through a private placement
      offering. Each equity unit was comprised of one share of the Company's
      common stock and one warrant to purchase a share of the Company's common
      stock. The per equity unit price was $1.35 for an aggregate value of
      $500,000. The warrant granted the holder the right to acquire the
      Company's stock at an exercise price of $1.50 per share, with an exercise
      period that expired 24 months after the unit's purchase by the investor.



                                      F-17
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Notes to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

7.    Equity Transactions, Continued

      Warrant Activity

      Warrants Issued

      In August 2004 as part of its private placement offering, the Company sold
      equity units. Each unit consisted of one share of the Company's common
      stock and one warrant to acquire one share of the Company's common stock
      at $1.50 per share with an exercise period that expired 24 months after
      the unit's purchase by the investor.

      A summary of stock warrants follows:

                                                           Weighted
                                                           Average
                                                           Exercise
                                             Warrants        Price
                                          ------------   ------------

       Outstanding at December 31, 2003             --             --

           Granted                             370,370   $       1.50
           Exercised                                --             --
           Cancelled                                --             --
                                          ------------   ------------

       Outstanding at December 31, 2004        370,370   $       1.50
                                          ============   ============


      All warrants are exercisable at the time of issuance. The following table
      summarizes information about warrants at December 31, 2004:

                              Warrants
                           Outstanding at
         Exercise Price   December 31, 2004  Remaining Life  Exercise Price
         --------------   -----------------  --------------  --------------
         $         1.50             370,370            1.83  $         1.50


      Reservation of Common Stock


      As of December 31, 2004, the Company has reserved for future issuance
common stock as follows:

           Warrants                                                 370,370



                                      F-18
<PAGE>

                              Key Gold Corporation
                        (formerly DDI International Inc.)
                      (A Company in the Development Stage)

                        Notes to the Financial Statements

                              December 31, 2004 and
       For Each of the Two Years in the Period Ended December 31, 2004 and
       For the Period From March 22, 2002 (Inception) to December 31, 2004
--------------------------------------------------------------------------------

8.    Loss Per Share


      Basic and diluted loss per common share have been computed by dividing the
      loss available to common shareholders by the weighted-average number of
      common shares outstanding for the periods.


      The computations of basic and diluted loss per common share are as
follows:

<TABLE>
<CAPTION>
                                                                                               For the
                                                                                             Period From
                                                            For the Year Ended              March 22, 2002
                                                  -------------------------------------     (Inception) to
                                                  December 31, 2004   December 31, 2003   December 31, 2004
                                                   ----------------    ----------------    ----------------
       <S>                                         <C>                 <C>                 <C>
       Loss per common share, basic and diluted:

            Numerator:
              Net loss available to common
                shareholders                       $       (564,110)   $         (5,161)   $       (588,862)
            Denominator:
              Weighted average shares - basic
                and diluted                              59,112,123          88,000,000          77,583,288
                                                   ----------------    ----------------    ----------------
       Loss per common share, basic and diluted    $        (0.0095)   $        (0.0001)   $        (0.0076)
                                                   ================    ================    ================
</TABLE>

      The effect of the potentially dilutive securities was not included in the
      computation of diluted loss per share, because to do so would have been
      antidilutive for the periods presented.



                                      F-19