**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C.  20549**





**FORM
      10-KSB**





:**ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**


**For
      the Fiscal Year Ended December 31, 2004**





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





Commission
      file number: **000-16736**





**PARK-PREMIER
      MINING COMPANY**


(Name
      of
      small business issuer in its charter)





**Utah**
            **87-6116557**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.  Employer
                Identification No.)





**32391
                Horseshoe Drive, Evergreen, Colorado**
            **80439**(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
      telephone number:**(303) 670-3885**





Securities
      registered under Section 12(b) of the Exchange
      Act:  **None**





Securities
      registered under Section 12(g) of the Exchange Act:  **Common
      Stock, $0.25 par value**





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.     9





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.    Yes
9    No
:





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of 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.  9





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
9    No
      :





State
      issuer’s revenues for its most recent fiscal year.  $0





State
      the
      aggregate market value of the voting stock 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 the
      specified date within the past 60 days.  None - See Item
      5.  “Market for Common Equity and Related Stockholder Matters and
      Small Business Issuer Purchases of Equity Securities.”





State
      the
      number of shares outstanding of issuer’s classes of common equity, as of the
      latest practicable date:


**2,000,000
      shares as of October 18, 2007**





Transitional
      Small Business Disclosure
      Format (check one):  Yes9No:





**PART
      I**





**Item
      1.**             **Description
      of Business**.





**Business
      Development**





Park-Premier
      Mining Company (“Park-Premier”) was incorporated in the State of Utah in
      1907.  Park-Premier has one majority-owned subsidiary, Park-Cummings
      Mining Company, a Utah corporation (“Park-Cummings”).  Park-Premier
      owns 51% of the issued and outstanding shares of
      Park-Cummings.  Park-Cummings has no assets and no
      operations.  Park-Premier holds a note receivable from Park-Cummings
      (the “Park-Cummings Note”).  As of December 31, 2004, the principal
      and accrued interest owing under the Park-Cummings Note was
      $517,925.  As of December 31, 2006, the principal and accrued interest
      owing under the Park-Cummings Note was $652,646.  Unless otherwise
      indicated herein, the terms “Company” “we”, “us” or “our” refer to Park-Premier
      and Park-Cummings.





Since
      approximately 1985, we have had essentially no operations.





**EastSide
      Interest.**As of the date of this filing, we have a 6.29%
      interest in EastSide Group, LLC (“EastSide”).  EastSide was organized
      as a Utah limited liability company on March 24, 1999, by property owners,
      including Park-Premier, within an area of land known as “Area B” in the
      Jordanelle Basin, Wasatch County, Utah.  Eastside was formed to
      coordinate and work with Wasatch County and the Jordanelle Special Services
      District in facilitating and obtaining approvals for the development of
      infrastructure and master planning for property owned by the members of
      EastSide.  Most of the approvals have been obtained and the purposes
      behind the formation of EastSide have been accomplished.  Accordingly,
      EastSide is not currently active.





**Convertible
      Notes**.  From 1987 through September 30, 2007, we entered into
      various borrowing, expense and deferral arrangements involving officers,
      directors and other affiliated persons or entities owned or controlled by
      officers and/or directors, in exchange for which we issued long-term convertible
      promissory notes (the “Convertible Notes”).  The Convertible Notes
      accrue interest at 12% per annum and are convertible into shares of the
      Company’s common stock at a price to be determined by our Board of Directors,
      which shall not be more than $0.10 per share.  Conversion of the
      Convertible Notes cannot occur since all of the authorized stock in the Company
      is presently issued and outstanding.  Approval by the shareholders to
      reorganize and restructure the equity of the Company and thereby increase the
      number of authorized shares is required before conversion would be
      possible.  Additionally, an election to convert the Convertible Notes
      by the noteholders would be required.  See Item
      12.  “Certain Relationships and Related Transactions, and Director
      Independence.”





**Sale
      of Property.**





*Project
      “A” Letter Agreement*





On
      February 15, 2007, we entered into a letter agreement (the “Project “A” Letter
      Agreement”) with Talisker Realty Limited, a Delaware corporation (“Talisker
      Realty”).  Talisker Realty is a wholly owned lower-tier subsidiary of
      the Talisker Corporation (“Talisker”).  Talisker is a private global
      real estate development firm based in Toronto, Ontario, Canada with over twenty
      years of experience developing numerous real estate projects in the United
      States, the United Kingdom, Canada, the Bahamas, and Eastern
      Europe.  Under the Project “A” Letter Agreement, the Company has
      agreed to sell all its right, title and interest in approximately 303 acres
      of
      land (the “Project “A” Acreage”) located in Wasatch County, Utah (the “Property
      Sale”) to Talisker Realty.





The
      closing (“Closing”) of the Property Sale is conditional upon (i) approval by the
      Company’s directors and shareholders and (ii) execution of two additional letter
      agreements by the Company and/or related parties, (the Project “B” Letter
      Agreement and the Project “C” Letter Agreement, respectively), as each is
      described below.




2


Additionally,
      the Company has agreed to pay any taxes related to the Property prior to Closing
      and will also pay at Closing any mortgage trust deeds, judgments, mechanic’s
      liens, damages, claims, tax liens and warrants involving the Property which
      are
      not removed in the title policy delivered at Closing, and has agreed to
      indemnify and hold Talisker harmless from and against such to the extent related
      to any events and/or ownership of the Property prior to
      Closing.  These costs are expected to be approximately
      $40,000.  No brokerage, finder’s fee or real estate commission is owed
      by the Company in connection with the transaction.





The
      Company has agreed to be responsible for the title insurance premium for an
      Owner’s Policy of Title Insurance in the full amount of the purchase
      price.  Each party shall be responsible for one half of the Closing
      costs, with items such as property taxes to be pro-rated as of the
      Closing.  The Company and Talisker have also agreed to cooperate in
      effectuating a tax-deferred exchange in accordance with Internal Revenue Code
      Section 1031 relative to the Property Sale upon the request of the
      other.





In
      exchange for the Sale Property, Talisker will (i) pay the Company cash in the
      amount of $3,250,000 at Closing and (ii) convey by special warranty deed to
      the
      Company unimproved, platted single family lots located in Talisker’s “Tuhaye”
project in Wasatch County, Utah, (the “Tuhaye Lots”), with a targeted combined
      value of $3,750,000, within two years of Closing (the “Selection
      Period”).  The Selection Period may be extended an additional three
      years in the event that the Company has not selected all its Tuhaye Lots and
      Talisker has not recorded lot plats regarding a certain portion of
      Tuhaye.





The
      Tuhaye Lots will be selected by the Company from Talisker’s property inventory
      at its Tuhaye project, described below. The value of the Tuhaye Lots will be
      their retail prices at the time of selection, as established by Talisker during
      the ordinary course of its business and in a manner not intended to discriminate
      against the Company.  If the value of the selected Tuhaye Lots is less
      than $3,750,000, then Talisker will make a lump sum cash payment to the Company
      equal to such deficit at the end of the Selection Period.  Likewise,
      if the value of the selected Tuhaye Lots is greater than $3,750,000, then the
      Company will make a lump sum cash payment to Talisker equal to such surplus
      at
      the end of the Selection Period.





The
      Tuhaye Lots are located in Talisker’s Wasatch County, Utah
      project.  Talisker is developing 1,350 residential properties among
      three communities in Deer Valley, between the Wasatch and Uinta Mountains in
      the
      Park City, Wasatch County, Utah area:  (i) Tuhaye, consisting of Arts
      and Crafts homes accented with stone and timber; (ii) the ski-in, ski-out Empire
      Pass resort; and (iii) Red Cloud, the most exclusive of the three properties,
      which includes plans for one-to two-and-a-half-acre properties within a gated
      community located at the summit of Flagstaff Mountain at Deer Valley
      Resort.





By
      purchasing a lot in the Talisker development, a membership invitation is
      automatically extended to the buyer to join the exclusive Talisker Club, an
      all-inclusive luxury resort.  The Talisker Club is 10,000 acres of
      pristine wilderness and includes Tuhaye’s private Mark O’Meara Signature golf
      course.  The Talisker Club also has direct ski access to Deer Valley
      Resort’s® slopes, state-of-the-art fitness facilities and spa services, an
      on-mountain restaurant, member’s lodges, and a children’s camp featuring all
      season events.





The
      Company believes that it will be able to profitably sell the Tuhaye Lots by
      virtue of these amenities and locations.





The
      Company’s Board of Directors approved the Project “A” Letter Agreement on
      February 21, 2007.





*Project
      “B” Letter Agreement*





As
      a
      condition imposed by Talisker Realty to Closing of the Project “A” Letter
      Agreement, Robert Dunlap, President, Chief Executive Officer, Chief Financial
      Officer, Treasurer and Director of the Company, and Kathy Dunlap, his spouse,
      are required to enter into the Project “B” Letter Agreement.  Under
      the Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap agreed to enter
      into a joint venture with Tuhaye LLC, a Delaware limited liability company,
      with
      respect to the development and sale of all of Robert Dunlap and Kathy Dunlap’s
      right, title and interest in approximately 40 acres of land in Wasatch County,
      Utah (the “Project “B” Acreage”).  Tuhaye is a wholly owned lower-tier
      subsidiary of Talisker.


3


Under
      the
      Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap will convey the
      Project “B” Acreage, at a deemed value of $2,000,000, to the joint venture
      entity to be formed by Robert Dunlap and Kathy Dunlap and
      Tuhaye.  Robert Dunlap and Kathy Dunlap will own a 50% interest in the
      joint venture entity and Tuhaye will own the remaining 50%
      interest.  The joint venture entity will be managed and operated by
      three managers consisting of two selected by Tuhaye and one selected by Robert
      Dunlap and Kathy Dunlap.





The
      Project “B” Acreage is part of a larger, 48-acre parcel of land that the Company
      conveyed to Robert Dunlap and Kathy Dunlap in July 1991 in exchange for the
      cancellation of a note in the amount of $48,540.  The deemed value
      under the Project “B” Letter Agreement for the Project “B” Acreage of $2,000,000
      reflects an increase in real property values in the Wasatch County market since
      1991, physical and legal road access and water rights acquired by Robert Dunlap
      and Kathy Dunlap for the Project “B” Acreage, as well as related zoning changes,
      engineering and development work with Wasatch County.





Within
      18
      months of closing of the Project “B” Letter Agreement, Tuhaye is required to
      create a business and development plan and submit for approvals and permits
      with
      the relevant government authorities.  Tuhaye is also responsible for
      obtaining financing necessary for development of the Project “B” Acreage and
      making any special capital contributions necessary to complete the project
      in
      the event the proceeds of financing are insufficient.  In exchange for
      its services on behalf of the joint venture, Tuhaye will receive (i) a
      construction management fee equal to five percent (5%) of the costs associated
      with the improvement and development of the Project “B” Acreage
      and  (ii) a branding fee of eighteen percent (18%) of the actual
      retail sales price of all lots, parcels, homes and improvements sold from the
      Project “B” Acreage.





The
      Company’s disinterested directors determined that Robert Dunlap’s involvement in
      the Project “B” Letter Agreement transaction is fair and reasonable and approved
      the Project “B” Letter Agreement transaction effective August 15,
      2007.  See Item 12.  “Certain Relationships and Related
      Transactions, and Director Independence.”





*Project
      “C” Letter Agreement*





As
      an
      additional condition imposed by Talisker Realty to Closing of the Project “A”
Letter Agreement, Park-Premier must enter into the Project “C” Letter Agreement,
      which memorializes the agreement of Park-Premier to enter into a joint venture
      with Ranch 248 LLC, a Delaware limited liability company and a wholly owned
      lower-tier subsidiary of Talisker, or its designee (“Ranch 248”), with respect
      to the development and sale of all of Park-Premier’s right, title and interest
      in approximately 30 acres of land in Wasatch County, Utah (the “Project “C”
Acreage”) to Ranch 248.  The Company will convey the Project “C”
Acreage to the joint venture at a deemed value of $3,500,000 and the Company
      and
      Ranch 248 will jointly develop and sell the Project “C” Acreage.  No
      brokerage, finder’s fee or real estate commission will be incurred by the
      Company in connection with the transaction.  The joint venture with
      Ranch 248 will be managed by two representatives appointed by Ranch 248 and
      one
      representative selected by the Company.  Both Ranch 248 and the
      Company will be prohibited from selling their interests in the joint venture
      for
      a period of four years from formation of the joint venture.





Within
      18
      months of closing of the Project “C” Letter Agreement, Ranch 248 is required to
      create a business and development plan and submit for approvals and permits
      with
      the relevant government authorities.  Ranch 248 is also responsible
      for obtaining financing necessary for development of the Project “C” Acreage and
      making any special capital contributions necessary to complete the project
      in
      the event the proceeds of financing are insufficient.  In exchange for
      its services on behalf of the joint venture, Ranch 248 will receive (i) a
      construction management fee equal to five percent (5%) of the costs associated
      with the improvement and development of the Project “C” Acreage, (ii) a
      construction development fee equal to the eight percent (8%) of the costs
      associated with the construction of homes on the Project “C” Acreage, and (iii)
      a branding fee of eighteen percent (18%) of the actual retail sales price of
      all
      lots, parcels, homes and improvements sold from the Project “C”
Acreage.





The
      Company’s Board of Directors approved the Project “C” Letter Agreement on
      February 21, 2007.  The Company expects to obtain shareholder approval
      and close the Property Sale, the Project “A” Letter Agreement and the Project
“C” Letter Agreement prior to the end of fiscal 2007.




4


**Employees**





We
      have
      no full-time employees and do not expect to hire any full-time personnel in
      the
      near future.  Our President, Mr. Robert W. Dunlap, is retained on a
      part-time basis.  See Item 10.  “Executive
      Compensation.”




**Item
      2.**            **Description
      of Property**.





**Mining
      Claims**





We
      own
      patented mining claims and associated interests covering approximately 333
      acres
      of land situated in the East Elkhorn Mining District, Wasatch County,
      Utah.  The patented mining claims of Park-Premier are referred to
      collectively as the “Property”.  The Property is unimproved, vacant
      land, acquired by government patent and mineral location.  The
      Property is not subject to any mortgages or encumbrances.





We
      are
      currently on a waiting list to acquire water rights sufficient for the proposed
      sale and development of the Property and anticipate that we will receive
      confirmation of water rights for the Property by the end of fiscal
      2007.  As of the date of this filing, the Property is not covered by
      insurance.





Historically
      used in mineral exploration and grazing, the Property has not generated revenue
      from mineral operations for many years.  Additionally, we have not
      identified a sufficient quantity or quality of mineralization on the Property,
      nor do we expect to do so in the future.  Instead, we have held the
      Property for its real estate development potential as development in the East
      Elkhorn Mining District has increased.  The East Elkhorn Mining
      District of Wasatch County has been experiencing substantial development growth
      over the last five years.  There are a significant number of competing
      properties in various stages of development in the East Elkhorn Mining
      District.  As a result, we believe that the value of the Property has
      appreciated and we have acquired zoning, access, and infrastructure rights
      necessary for development of the Property.





We
      have
      determined that further costs for roads, water, utilities, and development
      densities associated with developing the Property are prohibitively high and
      development of the Property solely by the Company would not be
      feasible.  As a result, in February 2007, we entered into the Project
“A” and Project “C” Letter Agreements for purposes of selling and developing the
      Property.  See Item 1.  “Description of Business – Business
      Development – Sale of Property – Project “A” Letter Agreement; Project “B”
Letter Agreement; and Project “C” Letter Agreement.”





We
      anticipate that the transactions contemplated in the Project “A”, “B” and “C”
Letter Agreements will close by the end of fiscal 2007, resulting in the sale
      of
      the Property.  The Property that is not subject to sale or exchange
      will be part of a joint venture as described in the Project “C” Letter
      Agreement.  Under the Project “C” Letter Agreement, the joint venture
      property, consisting of approximately 30 acres, will be developed by our joint
      venture partner, Ranch 248, and the Company is not obligated to fund the costs
      or expenses of development.  See Item 1.  “Description of
      Business – Business Development – Sale of Property – Project “A” Letter
      Agreement; Project “B” Letter Agreement; and Project “C” Letter
      Agreement.”





We
      do not
      anticipate that compliance with federal, state, or local provisions regarding
      environmental protection has had, or will have, a material effect on our
      ownership of the Property or the pending Property Sale.





**Principal
      Offices**





Robert
      W.
      Dunlap, our President and a member of our Board of Directors, provides our
      principal office without charge.  We do not have a written lease
      agreement with Mr. Dunlap.




5


**Item
      3.**            **Legal
      Proceedings**.





We
      are a
      party to civil litigation in the Fourth Judicial District Court for Wasatch
      County, Utah styled **Terry B. Brodkin**, Plaintiff, vs.
**Tuhaye Golf, LLC, et al.**, Defendants, Case No. 070500421 (the
“Civil Action”) that was filed on or about October 31,
      2007.  The
      plaintiff in the Civil Action seeks to establish access rights to his landlocked
      property and asserts several theories in an attempt to do so.  We are
      apparently named as a defendant in the Civil Action as a necessary party for
      Plaintiff to obtain relief.





In
      the
      Civil Action, plaintiff alleges that in 1999, certain landowners, including
      us,
      formed a Utah limited liability company known as EastSide Group, LLC
      (“Eastside”) to marshal consensus for a coordinated plan to develop certain land
      in Wasatch County, Utah known as Area B – North, Jordanelle Basin (“Area B –
North”).  Plaintiff alleges that on July 31, 2000, the Wasatch County
      Commission granted a petition filed by Eastside and adopted a Master Plan for
      development of Area B – North.  Plaintiff alleges that his predecessor
      in interest also owned land in Area B – North but was not contacted to be a
      member of EastSide due to the dormant nature of the business entity owning
      the
      property and the scattered location of its shareholders.





Plaintiff
      further alleges that in 2001, a group of landowners in Area B – North affected
      by the Master Plan entered into an agreement to grant reciprocal, permanent,
      and
      non-exclusive ingress and egress easements between parcels to accommodate
      development (the “2001 Agreement”).  Plaintiff alleges that his
      predecessor was not contacted to be a party to the 2001
      Agreement.  However, after the 2001 Agreement was executed, Plaintiff
      alleges that his predecessor realized his land was included in the 2001
      Agreement and recorded quit-claim deeds in December of 2002 to inform the
      parties of this fact.





Plaintiff
      alleges that he bought his predecessor’s land in 2004 after conducting
“extensive due diligence into the access rights” for his property, including a
      realization that his property was included in the Master Plan and the 2001
      Agreement.  Plaintiff alleges the existence of verbal agreements
      between one or more of the parties to the 2001 Agreement to grant access to
      his
      property.





Plaintiff
      requests a Declaratory Judgment that he is an intended third-party beneficiary
      to the 2001 Agreement since his land was included in the Master
      Plan.  Although neither he nor his predecessor were parties to the
      2001 Agreement, Plaintiff alleges that he has fully performed all his
      obligations under it and that the refusal by two of the parties to grant access
      to him constitutes breach of the 2001 Agreement.  Plaintiff further
      requests damages due to the breach of $5.5 million, because his land was
      landlocked and he was unable to consummate a sale of his
      property.  Finally, Plaintiff asks for an easement by necessity for
      his landlocked property and asserts entitlement to access by private
      condemnation under Utah law.





We
      do not
      believe that the Civil Action will affect Talisker’s obligations under the
      Project “A” and “C” Letter Agreements to complete the Property Sale pursuant to
      those agreements.  We believe the claim is without merit and we intend
      to vigorously contest the claim.





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





Not
      Applicable.




6


**PART
      II**





**Item
                5.**
            **Market
                for Common Equity and Related Stockholder Matters and Small Business
                Issuer Purchases of Equity
                Securities.**





**Market
      Information**





As
      of the
      date of this report, no public market exists for our shares and none has existed
      for several years.





**Holders**





As
      of
      October 18, 2007, there were 834 record holders of our common
      stock.





**Dividends**





During
      the fiscal years ended December 31, 2003 through 2006, no cash dividends were
      declared on our common stock.  In the event conditions precedent to
      Projects “A” and “C” are satisfied as described in Item 1 above, we anticipate
      that dividends may be paid at some point in the foreseeable future.





**Equity
      Compensation Plan**





The
      Company has no equity compensation plan under which equity securities of the
      Company are authorized for issuance.





**Recent
      Sales of Unregistered Securities**





*Convertible
      Notes*





From
      1987
      through September 30, 2007, we entered into various arrangements involving
      officers, directors and other affiliated persons or entities owned or controlled
      by officers and/or directors and issued Convertible Notes in connection
      therewith.  See Item 1.  “Description of Business – Business
      Development – Convertible Notes” and Item 12.  “Certain Relationships
      and Related Transactions, and Director Independence.”





The
      Convertible Notes accrue interest at 12% per annum and are convertible into
      shares of the Company’s common stock at a price to be determined by our Board of
      Directors, which shall not be more than $0.10 per share.  Conversion
      of the Convertible Notes cannot occur since all of the authorized stock in
      the
      Company is presently issued and outstanding.  Approval by the
      shareholders to reorganize and restructure the equity of the Company and thereby
      increase the number of authorized shares and decrease the par value per share
      is
      required before conversion would be possible.  Additionally, an
      election to convert the Convertible Notes by the holders would be
      required.  The Convertible Notes were issued pursuant to Section 4(2)
      of the Securities Act of 1933, as amended.





The
      following table contains the amounts owing under the Convertible Notes,
      including accrued interest:





**Amount
                of Convertible Notes Outstanding**
            **Number
                of Common Shares Into Which Convertible Notes may be Converted (1)**December
                31, 2001
            $464,924
            4,649,240December
                31, 2002
            $520,716
            5,207,160December
                31, 2003
            $576,507
            5,765,070December
                31, 2004
            $693,758
            6,937,580December
                31, 2005
            $768,089
            7,680,890December
                31, 2006
            $842,421
            8,424,210September
                30, 2007
            $1,100,296
            11,002,960




7


(1)
            Calculated
                based upon a conversion rate of $0.10 per share.  The
                Convertible Notes provide for a conversion price as the Board of
                Directors
                may deem appropriate, not in excess of $0.10 per
                share.





*Loan
      Agreement*





On
      January 11, 2007, we entered into a Loan Agreement (the “Loan Agreement”) with
      Robert W. Dunlap, President, Chief Executive Officer, Chief Financial Officer,
      Treasurer and Director of the Company, under which Mr. Dunlap agreed to provide
      us with a revolving line of credit for our short term cash requirements, secured
      by with a first priority interest in all of the Company’s
      assets.  Advances under the Loan Agreement are subject to Mr. Dunlap’s
      sole discretion.  Interest on any advanced funds under the Loan
      Agreement accrues at the rate of twelve percent (12%)
      annually.  Additionally, we must pay a facility fee in the amount of
      five percent (5%) of any advances under the Loan Agreement.  The Loan
      Agreement is terminable at will by Mr. Dunlap.  Under the Loan
      Agreement, Mr. Dunlap advanced us $30,000 on January 11, 2007 and we issued
      a
      promissory note in that amount to Mr. Dunlap, due and payable on December 31,
      2007.




**Item
      6.**              **Management’s
      Discussion and Analysis or Plan of Operation**.





**General**





Since
      approximately 1985, we have had essentially no operations.  As of the
      date of this report, we have no source of income.  We must rely
      entirely upon loans from affiliates to pay operating
      expenses.  Without such funding, we will not continue to
      exist.  There can be no assurance that further loans from affiliates
      will continue in the future.





In
      February 2007, we entered into the Project “A” and Project “C” Letter Agreements
      for purposes of selling and developing our Property.  We intend to
      seek shareholder approval and close the Property Sale by the end of fiscal
      2007.  See Item 1.  “Description of Business – Business
      Development – Sale of Property.”





**Plan
      of Operation**





Over
      the
      course of time, we have endeavored to monitor and plan the development of the
      areas where our Property is located.  We estimate that we will be able
      to continue our existence only if we complete the Property
      Sale.  Other than the Property Sale, we have not identified any
      sources of capital and, therefore, our future remains uncertain.  If
      the Property Sale is completed, we will participate in the ownership and
      development of real property located in Wasatch County, Utah.  See
      Item 1.  “Description of Business – Business Development – Sale of
      Property” and Item 2.  “Description of Property.”





**Liquidity**





Operating
      activities used cash in the amounts of $150,396 and $3,681 during 2004 and
      2003,
      respectively.  We used no cash for investing activities in either 2004
      or 2003.





At
      December 31, 2004, we had a working capital of $119,866, compared with a working
      capital deficit of $644,895 at December 31, 2003.  During fiscal 2004,
      financing activities provided cash in the amount of $154,502, all from net
      proceeds from the cancellation and re-issuance of the Convertible Notes,
      compared with no financing activities in fiscal 2003.  Since we have
      no significant source of revenue, working capital will continue to be depleted
      by operating expenses.  We presently have no external sources of
      cash.




8


**Assets**





At
      December 31, 2004, we had total assets of $157,542 compared to total assets
      of
      $153,296 at December 31, 2003.  The increase in total assets from 2003
      to 2004 was largely attributable to the increase in cash as of the end of
      2004.  See “Results of Operations” immediately below.  The
      majority of our assets are comprised of our Property, covering approximately
      333
      acres of land situated in the East Elkhorn Mining District, Wasatch County,
      Utah.  See Item 2. “Description of Property.”  We believe
      the value of our land is in excess of its carrying value for purposes of
      financial reporting as evidenced by the agreements described in Item 1.
“Description of Business”.





**Results
      of Operations**





We
      have
      no current operations other than the potential development of our Property
      and
      we have not generated any revenue.  As of the date of this report, our
      sole source of income has been interest on our cash deposits.  We rely
      entirely upon loans and interest on our cash deposits to pay operating
      expenses.





We
      incurred net losses during 2004 and 2003 of $199,684 and $189,323,
      respectively.  The increase in our net loss was largely attributable
      to an increase in interest expense from $66,175 in 2003 to $74,074 in 2004,
      and
      a change in the value of conversion liability from $101,273 in 2003 to $105,286
      in 2004.  Our operating expenses were comprised primarily of
      professional fees (including legal and accounting) relating to the preparation
      of our annual reports and accompanying financial statements.  Since we
      currently have no source of revenue, our working capital will continue to be
      depleted by expenses.





We
      issued
      Convertible Notes with a conversion price to be determined by our Board of
      Directors, but no more than $0.10 per share in any event.  The
      Convertible Notes accrue interest at a rate of 12% annually.  In prior
      years, we disclosed the stock conversion value but did not account for the
      embedded beneficial conversion of the debt as required by EITF
      00-19.  The derivative feature, requiring the conversion to be
      registered stock, was subsequently noted.





Effective
      September 30, 2001, we began valuing our convertible debt using the prescribed
      accounting literature previously cited.  Since our stock is very
      thinly traded, we determined the fair value of our common stock based on the
      transaction values negotiated under the Project “A” Letter Agreement and the
      Project “C” Letter Agreements, which covers substantially all of our assets, as
      well as other financial aspects of our Company, such as our liabilities and
      commitments.  We then undertook a historical study of the changes that
      occurred over the past six years as best as we could to determine what caused
      the increase in the value of our real estate.  Thus, we were able to
      determine the fair value of our common stock on a year-by-year
      basis.





Utilizing
      this calculation, the value of the conversion liability associated with our
      Convertible Notes was $164,440 upon adoption.  On January 1, 2002, the
      Convertible Notes were reissued, extending the maturity date to January 1,
      2004.  The Convertible Notes were reissued again on January 1, 2004,
      further extending the maturity date to January 1, 2007.  The
      Convertible Notes were reissued again on January 1, 2007 as demand notes, with
      all principal and interest due on December 31, 2007, if not sooner
      paid.  In accordance with EITF 00-19, we recorded the changes in the
      fair value of the conversion liability associated with our Convertible Notes
      as
      of each balance sheet date.  At December 31, 2004 and 2003, the
      balance of the conversion liability was $1,307,197 and $1,201,911,
      respectively.





The
      Report of the Independent Registered Public Accounting Firm and Note 2 of the
      Notes to Financial Statements accompanying this report state that substantial
      doubt has been raised about our ability to continue as a going
      concern.  We have no business operations and, thus, no revenues to
      cover our expenses.





**Off-Balance
      Sheet Arrangements**





We
      did
      not have any off-balance sheet arrangements as of December 31,
      2004.




9


**Item
      7**.           **Financial
      Statements**.





Please
      refer to the pages beginning with F-1.








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





On
      October 19, 2006, we engaged the accounting firm of Ehrhardt Keefe Steiner
&
Hottman PC (“EKS&H”) to serve as our registered independent public
      accountants and to audit our financial statements beginning with fiscal year
      ending December 31, 2003.  Our Board of Directors approved the
      appointment of EKS&H.  We amicably concluded our relationship with
      our former independent public accountant, Miller and McCollom, by dismissing
      that firm effective with the appointment of EKS&H.





During
      the two most recent fiscal years and the subsequent interim period through
      October 19, 2006, there were no disagreements with Miller and McCollom on any
      matter of accounting principles or practices, financial statement disclosure,
      or
      auditing scope or procedure which, if not resolved to the satisfaction of Miller
      and McCollom would have caused it to make reference to the subject matter of
      the
      disagreement in connection with its report.  Miller and McCollom
      furnished a letter addressed to the Securities and Exchange Commission (“SEC”)
      stating that it agreed with the above statements.





The
      audit
      report of Miller and McCollom for our financial statements as of December 31,
      2002, contained a separate paragraph stating:  “The accompanying
      financial statements have been prepared assuming that the Company will continue
      as a going concern.  As described in Note 2, the Company has limited
      working capital and continued operating losses, which raise substantial doubts
      about its ability to continue as a going concern.  The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.”





Audit
      reports were not obtained from Miller and McCollom for 2005, 2004 or 2003 and
      as
      a result, there were no reportable events as described in Item 304(a)(1)(iv)
      of
      Regulation S-B occurring within the two most recent fiscal years of the date
      our
      replacement of Miller and McCollom and subsequent interim period ending October
      19, 2006.





During
      our two most recent fiscal years and the subsequent interim period ending
      October 19, 2006, the period prior to the engagement of EKS&H, neither us
      nor anyone on our behalf consulted EKS&H regarding the application of
      accounting principles to a specific completed or contemplated transaction,
      or
      the type of audit opinion that might be rendered on our financial
      statements.  Further, EKS&H has not provided written or oral
      advice to us that was an important factor considered by us in reaching a
      decision as to any accounting, auditing or financial reporting
      issues.








**Item
      8A.        Controls and
      Procedures.**





Under
      the
      supervision and with the participation of Robert W. Dunlap, our Chief Executive
      Officer and Chief Financial Officer, we conducted an evaluation of the
      effectiveness of our disclosure controls and procedures as defined in Rule
      13a-15(e) promulgated under the Securities Exchange Act of 1934 as of the end
      of
      the period covered by this report.  Based on his evaluation, Mr.
      Dunlap concluded that the Company’s disclosure controls and procedures are not
      effective to ensure that information required to be included in the Company’s
      periodic SEC filings is recorded, processed, summarized, and reported within
      the
      time periods specified in the SEC rules and forms.  However, our
      failure to file our annual and quarterly reports within the time periods
      specified by the SEC’s rules and forms since the fiscal year ended December 31,
      2002 was not related to any material weakness in our internal controls, but
      was
      instead directly related to the uncertainty of the ongoing prospects of the
      Company.




10


The
      internal control deficiencies noted consisted primarily of inadequate staffing
      and supervision that could lead to the untimely identification and resolution
      of
      accounting and disclosure matters and failure to perform timely and effective
      reviews.  However, the size of the Company prevents it from being able
      to employ sufficient resources to enable it to have adequate segregation of
      duties within its internal control system.  Mr. Dunlap oversees our
      accounting and general internal control process.  As we have a very
      limited staff, we do not have other management staff with financial accounting
      experience for purposes of crosschecking or advising Mr. Dunlap on our
      accounting or financial reporting processes.  Our current processes
      and procedures require substantive manual intervention, estimation and reliance
      on several sources of information that are not integrated with our accounting
      system.





Accordingly,
      we have concluded that the above is a result of material weaknesses in our
      internal controls over financial reporting.  Other than described
      above, there have been no significant changes in our internal controls or in
      other factors that could significantly affect internal controls subsequent
      to
      December 31, 2006.








**Item
      8B.                             
Other Information.**





None.








**PART
      III**





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





**Directors
      and Executive Officers**





The
      officers and directors of the Company are:


**Name**
            **Age**
            **Title(s)**Robert
                W. Dunlap
            54
            President,
                Chief Executive Officer, Chief Financial Officer, Treasurer and
                DirectorJeffrey
                L. Lee
            47
            Vice
                President, Secretary and DirectorSteven
                R. Lee
            43
            Director





The
      directors of the Company are elected to serve until the next annual
      shareholders’ meeting or until their respective successors are elected and
      qualified.  Officers of the Company hold office until the meeting of
      the Board of Directors immediately following the next annual shareholders’
meeting or until removal by the Board of Directors.  Interim
      replacements for resigning directors and officers are appointed by the Board
      of
      Directors.  Directors of the Company receive no compensation to date
      for their service as directors.  Set forth below are brief
      descriptions of the recent employment and business experience of the Company’s
      officers and directors.





*Robert
      W. Dunlap* has been President of the Company since September 1987 and a
      director of the Company since March 1987.  Mr. Dunlap has been engaged
      in the oil and gas, minerals, and real estate industries since
      1990.  During that time, Mr. Dunlap worked for several oil and gas and
      mineral companies in diverse consulting capacities, including land manager,
      corporate counsel and senior managing landman.  Mr. Dunlap obtained a
      Bachelor of Science degree in Psychology from the University of Colorado 1975
      and a Juris Doctor degree from the University of Denver College of Law in
      1979.





*Jeffrey
      L. Lee* has been a Director of the Company since August
      1994.  From December 1990 to January 1, 2000 he was a Vice
      President of Sales for Power Packaging, Inc., a privately owned company
      specializing in manufacturing and logistics outsourcing solutions located in
      Illinois.  Mr. Lee has concentrated on several family businesses since
      leaving Power Packaging, Inc. Mr. Lee is also a general partner of AMI
      Associates, a Nevada general partnership, and President of Affiliated Mining,
      Inc. He is the brother of Steven R. Lee.




11


*Steven
      R. Lee* has been a Director of the Company since January
      1994.  Mr. Lee was also formerly employed in an administrative
      position with Power Packaging, Inc. Mr. Lee is also a general partner of AMI
      Associates, a Nevada general partnership.  He is the brother of
      Jeffrey L. Lee.





None
      of
      the directors of the Company holds other directorships in reporting
      companies.





None
      of
      the directors of the Company has been involved in any bankruptcy or criminal
      (excluding traffic violations and other minor offenses)
      proceedings.  None of the directors of the Company is subject to any
      order, judgment or decree related to his involvement in any type of business,
      securities or banking activities or has been found to have violated a federal
      or
      state securities or commodities law.





We
      do not
      have any standing audit, nominating, or compensation committees of the Board
      of
      Directors.





**Code
      of Ethics**





We
      have
      not yet adopted a Code of Business Conduct and Ethics that applies to our
      principal executive officer, principal financial officer, principal accounting
      officer, and persons performing similar functions, because the Company has
      had
      virtually no operations for many years.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section
      16(a) of the Securities Exchange Act of 1934 requires our directors, officers
      and holders of more than 10% of our common stock to file with the SEC initial
      reports of ownership and reports of changes in ownership of our common stock
      and
      other equity securities.  Based solely on a review of these Section 16
      reports, we believe that during and for the fiscal years ended December 31,
      2003, 2004, 2005, and 2006, our officers, directors and 10% shareholders timely
      complied with all Section 16(a) filing requirements except:





**Reporting
                Person**
            **Transaction
                Date**
            **Date
                Report Due**AMI
                Associates
            February
                27, 1987
            Form
                3 - March 12, 1987Jeffrey
                L. Lee
            February
                27, 1987
            Form
                3 - March 12, 1987Steven
                R. Lee
            February
                27, 1987
            Form
                3 - March 12, 1987Douglas
                K. Lee
            February
                27, 1987
            Form
                3 - March 12, 1987Janice
                M. Atkins
            February
                27, 1987
            Form
                3 - March 12, 1987Jeanette
                M. Johnson
            February
                27, 1987
            Form
                3 - March 12, 1987Claudette
                K. Lee
            February
                27, 1987
            Form
                3 - March 12, 1987AMI
                Associates
            April
                18, 1994
            Form
                4 - May 10, 1994Robert
                W. Dunlap
            April
                18, 1994
            Form
                4 - May 10, 1994








**Item
      10.              Executive
      Compensation.**





The
      following table sets forth information for the Chief Executive Officer (“CEO”)
      of the Company, Robert W. Dunlap.  No disclosure need be provided for
      any executive officer, other than the CEO, whose total annual compensation
      and
      bonus for the last completed fiscal year did not exceed
      $100,000.  Accordingly, no other executive officers of the Company are
      included in the table.





The
      table
      below sets forth information the remuneration of our chief executive officer
      during our last two completed fiscal years.  There were no executive
      officers whose total annual salary and bonus equaled or exceeded
      $100,000.




12


**Summary
      Compensation Table**


**Name
                and Principal Position**
            **Year**
            **Salary
                ($)**
            **Bonus
                ($)**
            **Stock
                Awards ($)**
            **Option
                Awards**
              **($)**
            **Non-Equity
                Incentive Plan Compen-sation**
              **($)**
            **Non-qualified
                Deferred Compen-sation Earnings**
              **($)**
            **All
                Other Compen-sation**
              **($)
                (1)**
            **Total
                ($)**Robert
                W. Dunlap, President
            2006
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            26,625
            26,6252005
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            16,312
            16,3122004
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            5,200
            5,2002003
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            4,890
            4,8902002
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            15,103
            15,1032001
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            6,863
            6,863


(1)           Mr.
      Dunlap deferred all of his compensation earned through 2002 of
      $30,366.





The
      Company does not have any employment contracts with any of its officers or
      directors.  See Item 12.  “Certain Relationships and Related
      Transactions, and Director Independence.”  Such persons are employed
      by the Company on an at will basis, and the terms and conditions of employment
      are subject to change by the Company.  Mr. Dunlap, the Company’s chief
      executive officer, was not granted any stock options during the fiscal years
      ended December 31, for the years 2001 through 2006.





**Stock
      Option Plans**





The
      Company has no stock option plans, nor did it grant any options during the
      period ended December 31, 2004 and it had no options outstanding at that
      date.





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





The
      following table sets forth information, as of September 30, 2007, with respect
      to the beneficial ownership of the Company’s common stock by each person known
      by the Company to be the beneficial owner of more than five percent of the
      outstanding Common Stock and by directors and officers of the Company, both
      individually and as a group:





**Name
                and Address of**
              **Beneficial
                Owners**
            **Shares
                Owned Beneficially(1)(2)**
            **Percent
                of Class**
            **Post
                Note Conversion Shares Owned Beneficially(2)(3)**
            **Post
                Note Conversion Percent of Class(3)**Robert
                W. Dunlap (4)
              &
                Kathy Dunlap
              32391
                Horseshoe Drive
              Evergreen,
                CO 80439
            507,500
            25.4%
            9,716,980(5)
            74.7%AMI
                Associates(6)
              1708
                Essex Court
              St.
                Charles, IL 60174
            507,500
            25.4%
            507,500
            3.9%Affiliated
                Mining Inc.(7)
              1708
                Essex Court
              St.
                Charles, IL 60174
            -0-
            -0-
            976,000(8)
            7.5%Jeffrey
                L. Lee
              1708
                Essex Court
              St.
                Charles, IL 60174
            507,500
            25.4%
            1,755,710(9)
            13.5%Steven
                R. Lee
              41760
                E. 1200 N.
              Gibson
                City, IL 60936
            507,500
            25.4%
            1,755,710(9)
            13.5%





13


**Name
                and Address of**
              **Beneficial
                Owners**
            **Shares
                Owned Beneficially(1)(2)**
            **Percent
                of Class**
            **Post
                Note Conversion Shares Owned Beneficially(2)(3)**
            **Post
                Note Conversion Percent of Class(3)**Douglas
                K. Lee
              6653
                Conch Ct.
              Boynton
                Beach, FL 33437
            507,500
            25.4%
            1,803,770(10)
            13.9%Claudette
                K. Lee
              357
                Larsen Street
              Sycamore,
                IL 60178
            507,500
            25.4%
            1,755,710(9)
            13.5%Janice
                M. Atkins
              4840
                E. Creek Ridge Trail
              Reno,
                NV 89509
            507,500
            25.4%
            1,803,770(11)
            13.9%Jeanette
                M. Johnson
              220
                North Delilah St.
              Corona,
                CA 92879
            507,500
            25.4%
            1,755,710(9)
            13.5%Estate
                of Bertha Marie Dunlap c/o
              Judyth
                Kerlin
              7165
                E. Louisiana Ave
              Denver,
                CO 80224
            -0-
            -0-
            449,150(12)
            3.5%Lee
                Family Partnership(13)
              1708
                Essex Court
              St.
                Charles, IL 60174
            -0-
            -0-
            272,210
            2.1%Candace
                Thoke
              4N235
                Wildrose Road
              St.
                Charles, IL 60174
            -0-
            -0-
            272,210(14)
            2.1%All
                officers and directors as a group (3 persons)
            1,015,000
            50.8%
            11,184,856(5)(9)
            88.2%




(1)
            Where
                persons listed on this table have the right to obtain additional
                shares of
                common stock through the conversion of convertible securities within
                60
                days from the date of this Report, these additional shares are deemed
                to
                be outstanding for the purpose of computing the percentage of common
                stock
                owned by such persons, but are not deemed to be outstanding for the
                purpose of computing the percentage owned by any other
                person.  Conversion of the Convertible Notes cannot occur since
                all of the authorized stock in the Company is issued and
                outstanding.  Approval by the shareholders would be required to
                increase the Company’s authorized capital.  Thus, the amounts
                under the heading “Shares Owned Beneficially” are based on 2,000,000
                shares of common stock outstanding as of September 30, 2007 and do
                not
                include any conversion of the Convertible
                Notes.


(2)
            To
                the Company’s knowledge, except as set forth in the footnotes to this
                table and subject to applicable community property laws, each person
                named
                in the table has sole voting and investment power with respect to
                the
                shares set forth opposite such person’s
                name.


(3)
            Conversion
                of the Convertible Notes cannot occur since all of the authorized
                stock in
                the Company is issued and outstanding.  Approval by the
                shareholders would be required to increase the Company’s authorized
                capital.  The amounts under the heading “Post Note Conversion
                Shares Owned Beneficially” are based on the full conversion of each
                individual noteholder’s debt receivable, to include accrued interest owing
                as of September 30, 2007, into common stock at the conversion price
                of
                $0.10 per share of common stock.  There would be 12,700,126
                shares of common stock issued and outstanding assuming the conversion
                of
                all Convertible Notes into common stock of the Company, to reflect
                the sum
                of 2,000,000 shares of common stock outstanding September 30, 2007
                and
                10,700,126 shares issued upon
                conversion.


(4)
            Mr.
                Dunlap is a beneficiary of the estate of Bertha Marie Dunlap, but
                he is
                not the executor of the estate.  The estate of Bertha Marie
                Dunlap is the holder of a Convertible Note which is convertible into
                436,792 shares of the Company’s common stock based on a conversion price
                of $0.10 per share.  Mr. Dunlap disclaims beneficial ownership
                of the shares issuable to the estate of Bertha Marie
                Dunlap.


(5)
            Includes
                8,956,000 shares issuable upon conversion of a Convertible Note based
                on a
                conversion price of $0.10 per share.  Robert W. Dunlap and his
                spouse Kathy Dunlap hold 507,500 of these shares as joint
                tenants.  Although Ms. Dunlap is not a joint tenant in
                connection with Mr. Dunlap’s Convertible Note, Mr. Dunlap’s shares
                issuable upon conversion of the Convertible Note are deemed attributable
                to Ms. Dunlap as a joint tenant solely for purposes of this
                table.


(6)
            Jeffrey
                L. Lee, Steven R. Lee, Douglas K. Lee, Claudette K. Lee, Jeanette
                M.
                Johnson and Janice M. Atkins are general partners of AMI
                Associates.


14


(7)
            Affiliated
                Mining, Inc (“Affiliated Mining”) is a private company owned by Jeffrey L.
                Lee, Steven R. Lee, Douglas K. Lee, Claudette K. Lee, Jeanette M.
                Johnson,
                and Janice M. Atkins.  Jeffrey L. Lee, Steven R. Lee and
                Claudette K. Lee are officers and directors of Affiliated
                Mining.


(8)
            Includes
                949,134 shares issuable upon conversion of a Convertible Note based
                on a
                conversion price of $0.10 per
                share.


(9)
            Includes
                507,500 shares held by AMI Associates.  Includes 264,722 shares
                issuable upon conversion of Convertible Notes and originally held
                by the
                Lee Family Partnership.  Includes 949,134 shares issuable upon
                conversion of a Convertible Note issued to Affiliated Mining based
                on a
                conversion price of $0.10 per
                share.


(10)
            Includes
                507,500 shares held by AMI Associates.  Includes 264,722 shares
                issuable upon conversion of Convertible Notes originally held by
                the Lee
                Family Partnership.  Includes 46,739 shares issuable upon
                conversion of a Convertible Note based on a conversion price of $0.10
                per
                share.  Includes 949,134 shares issuable upon conversion of a
                Convertible Note issued to Affiliated Mining based on a conversion
                price
                of $0.10 per share.


(11)
            Includes
                507,500 shares held by AMI Associates.  Includes 264,722 shares
                issuable upon conversion of Convertible Notes originally held by
                the Lee
                Family Partnership.  Includes 46,739 shares issuable upon
                conversion of a Convertible Note based on a conversion price of $0.10
                per
                share.  Includes 949,134 shares issuable upon conversion of a
                Convertible Note issued to Affiliated Mining based on a conversion
                price
                of $0.10 per share.


(12)
            Includes
                436,792 shares issuable upon conversion of a Convertible Note based
                on a
                conversion price of $0.10 per
                share.


(13)
            The
                Lee Family Partnership is owned by Jeffrey L. Lee, Steven R. Lee,
                Douglas
                K. Lee, Claudette K. Lee, Jeanette M. Johnson, Janice M. Atkins,
                and
                Candace K. Thoke.


(14)
            Includes
                264,722 shares issuable upon conversion of Convertible Notes originally
                held by the Lee Family Partnership.





**Changes
      of Control**





Conversion
      of the Convertible Notes cannot occur since all of the authorized stock in
      the
      Company is issued and outstanding.  Approval by the shareholders to
      increase the number of authorized shares and decrease the par value per share
      is
      required before conversion would be possible.  Additionally, an
      election to convert the Convertible Notes by the holders would be
      required.





**Equity
      Compensation Plans**





The
      Company has no equity compensation plan under which equity securities of the
      Company are authorized for issuance.








**Item
      12.**          **Certain
      Relationships and Related Transactions, and Director
      Independence**.





**Loans
      Made by Shareholders/Affiliates.**





*Convertible
      Notes*





From
      1987
      through September 30, 2007, we entered into various borrowing, expense and
      deferral arrangements involving officers, directors and other affiliated persons
      or entities owned or controlled by officers and/or directors, in exchange for
      which we issued the Convertible Notes.  The Convertible Notes accrue
      interest at 12% per annum and are convertible into shares of the Company’s
      common stock at a price to be determined by our Board of
      Directors.  The conversion price shall not be more than $0.10 per
      share.





The
      holders of the Convertible Notes are affiliates of the
      Company.  Bertha Marie Dunlap, deceased, is the mother of Robert W.
      Dunlap, the President and a director of the Company.  Affiliated
      Mining, Inc. is a private company owned by Jeffery L. Lee, Steven R. Lee,
      Douglas K. Lee, Claudette K. Lee, Jeanette M. Johnson and Janice M.
      Atkins.  Jeffery L. Lee, Steven R. Lee, Douglas K. Lee, Claudette K.
      Lee, Jeanette M. Johnson, and Janice M. Atkins are General Partners of AMI
      Associates.  In addition to being officers and directors of the
      Company and General Partners of AMI Associates, Jeffrey L. Lee, Steven R. Lee,
      and Claudette K. Lee, are also officers and directors of Affiliated Mining,
      Inc.




15


The
      following table sets forth the amount of Convertible Notes, including accrued
      interest, payable to each related party****as of December 31
      of the following years:





**Convertible
                Note Holder**
            
            **2006**
            
            
            **2005**
            
            
            **2004**
            
            
            **2003**
            
            
            **2002**
            
            
            **2001**Robert
                W. Dunlap
            
            $
            677,881
            
            
            $
            621,178
            
            
            $
            562,587
            
            
            $
            459,391
            
            
            $
            416,148
            
            
            $
            371,559Affiliated
                Mining, Inc.
            
            
            89,541
            
            
            
            79,947
            
            
            
            71,382
            
            
            
            63,734
            
            
            
            56,905
            
            
            
            50,808Estate
                of Bertha Dunlap
            
            
            41,207
            
            
            
            36,792
            
            
            
            32,850
            
            
            
            29,330
            
            
            
            26,188
            
            
            
            23,382Lee
                Family Partnership
            
            
            24,974
            
            
            
            22,298
            
            
            
            19,909
            
            
            
            17,776
            
            
            
            15,871
            
            
            
            14,171Douglas
                K Lee
            
            
            4,409
            
            
            
            3,937
            
            
            
            3,515
            
            
            
            3,138
            
            
            
            2,802
            
            
            
            2,502Janice
                Atkins
            
            
            4,409
            
            
            
            3,937
            
            
            
            3,515
            
            
            
            3,138
            
            
            
            2,802
            
            
            
            2,502Total
            
            $
            842,421
            
            
            $
            768,089
            
            
            $
            693,758
            
            
            $
            576,507
            
            
            $
            520,716
            
            
            $
            464,924





The
      Convertible Notes were reissued on January 1, 2002, extending the maturity
      date
      to January 1, 2004.  The Convertible Notes were reissued again on
      January 1, 2004, further extending the maturity date to January 1,
      2007.  The Convertible Notes were reissued again on January 1, 2007 as
      demand notes, with all principal and interest due on December 31, 2007, if
      not
      sooner paid.





The
      January 1, 2004 and January 1, 2007 reissued Convertible Notes included
      additions to principal based upon cash advances made, unreimbursed expenses
      paid, and fees earned for services rendered by Robert W. Dunlap during the
      interim periods.  Robert W. Dunlap’s January 1, 2004 reissued
      Convertible Notes included additions of $2,699 for unreimbursed expenses paid
      and $33,527 for fees earned.  Robert W. Dunlap’s January 1, 2007
      reissued Convertible Notes included additions of $66,000 for cash advances
      made,
      $21,456 for unreimbursed expenses paid, and $41,111 for fees
      earned.  Robert W. Dunlap’s January 1, 2004 and January 1, 2007
      reissued Convertible Notes representing accrued interest included additions
      of
      $5,350 and $33,197, respectively, representing interest accrued at the rate
      of
      12% per annum on the cash advances, unreimbursed expenses, and fees earned
      during the interim periods.





Conversion
      of the Convertible Notes cannot occur since all of the authorized stock in
      the
      Company is issued and outstanding.  Approval by the shareholders to
      reorganize and restructure the equity in the Company and thereby increase the
      number of authorized shares and decrease the par value per share is required
      before conversion would be possible.  Additionally, an election to
      convert the Convertible Notes by the noteholders would be
      required.  The Convertible Notes were issued in reliance on Section
      4(2) of the Securities Act of 1933, as amended.





**Loan
      Agreement**





On
      January 11, 2007, we entered into a Loan Agreement (the “Loan Agreement”) with
      Robert W. Dunlap, President, Chief Executive Officer, Chief Financial Officer,
      Treasurer and Director of the Company, under which Mr. Dunlap agreed to provide
      us with a revolving line of credit for our short term cash requirements, secured
      by with a first priority interest in all of the Company’s
      assets.  Advances under the Loan Agreement are subject to Mr. Dunlap’s
      sole discretion.  Interest on any advanced funds under the Loan
      Agreement accrues at the rate of twelve percent (12%)
      annually.  Additionally, we must pay a facility fee in the amount of
      five percent (5%) of any advances under the Loan Agreement.  The Loan
      Agreement is terminable at will by Mr. Dunlap.  Under the Loan
      Agreement, Mr. Dunlap advanced us $30,000 on January 11, 2007 and we issued
      a
      promissory note in that amount to Mr. Dunlap, due and payable on December 31,
      2007.





**Property
      Sale**





As
      a
      condition imposed by Talisker Realty to Closing of the Project “A” Letter
      Agreement, Robert Dunlap, President, Chief Executive Officer, Chief Financial
      Officer, Treasurer and Director of the Company, and Kathy Dunlap, his spouse,
      are required to enter into the Project “B” Letter Agreement.  Under
      the Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap agreed to enter
      into a joint venture with Tuhaye LLC, a Delaware limited liability company,
      with
      respect to the development and sale of all of Robert Dunlap and Kathy Dunlap’s
      right, title and interest in approximately 40 acres of land in Wasatch County,
      Utah (the “Project “B” Acreage”).  Tuhaye is a wholly owned lower-tier
      subsidiary of Talisker.




16


Under
      the
      Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap will convey the
      Project “B” Acreage, at a deemed value of $2,000,000, to the joint venture
      entity to be formed by Robert Dunlap and Kathy Dunlap and
      Tuhaye.  Robert Dunlap and Kathy Dunlap will own a 50% interest in the
      joint venture entity and Tuhaye will own the remaining 50%
      interest.  The joint venture entity will be managed and operated by
      three managers consisting of two selected by Tuhaye and one selected by Robert
      Dunlap and Kathy Dunlap.





The
      Project “B” Acreage is part of a larger, 48-acre parcel of land that the Company
      conveyed to Robert Dunlap and Kathy Dunlap in July 1991 in exchange for the
      cancellation of a note in the amount of $48,540.  The deemed value
      under the Project “B” Letter Agreement for the Project “B” Acreage of $2,000,000
      reflects an increase in real property values in the Wasatch County market since
      1991, physical and legal road access and water rights acquired by Robert Dunlap
      and Kathy Dunlap for the Project “B” Acreage, as well as related zoning changes,
      engineering and development work with Wasatch County.





Within
      18
      months of closing of the Project “B” Letter Agreement, Tuhaye is required to
      create a business and development plan and submit for approvals and permits
      with
      the relevant government authorities.  Tuhaye is also responsible for
      obtaining financing necessary for development of the Project “B” Acreage and
      making any special capital contributions necessary to complete the project
      in
      the event the proceeds of financing are insufficient.  In exchange for
      its services on behalf of the joint venture, Tuhaye will receive (i) a
      construction management fee equal to five percent (5%) of the costs associated
      with the improvement and development of the Project “B” Acreage
      and  (ii) a branding fee of eighteen percent (18%) of the actual
      retail sales price of all lots, parcels, homes and improvements sold from the
      Project “B” Acreage.





The
      Company’s disinterested directors determined that the Project “B” Letter
      Agreement transaction is fair and reasonable and approved the Project “B” Letter
      Agreement transaction, effective August 15, 2007.  See Item
      1.  “Description of Business – Business Development – Sale of Property
– Project “C” Letter Agreement.”





**Director
      Independence**





Our
      common stock is not traded on any exchange.  As such, we are not
      currently subject to corporate governance standards of listed companies, which
      require, among other things, that the majority of the board of directors be
      independent.





We
      presently do not have an audit committee, compensation committee, nominating
      committee, executive committee of our Board of Directors, stock plan committee
      or any other committees.








**Item
      13.           Exhibits.**





**Regulation**
              **S-B**
              **Number**
            **Exhibit**3.1
            Articles
                of Incorporation of the Company as Amended on October 21, 1983
                (1)3.2
            Bylaws
                (2)10.1
            Convertible
                Promissory Notes issued to Affiliated Mining, Inc. dated January
                1, 2002
                (3)10.2
            Convertible
                Promissory Notes issued to Robert W. Dunlap dated January 1, 2002
                (3)10.3
            Convertible
                Promissory Note issued to Estate of Bernie Dunlap dated January 1,
                2002
                (3)10.4
            Convertible
                Promissory Note issued to Lee Family Partnership dated January 1,
                2002
                (3)10.5
            Convertible
                Promissory Note issued to Douglas K. Lee dated January 1, 2002
                (3)10.6
            Convertible
                Promissory Note issued to Janice Atkins dated January 1, 2002
                (3)10.7
            Convertible
                Promissory Note issued to Park-Premier Mining Company dated January
                1,
                2002 (3)10.8
            Convertible
                Promissory Note issued by Park Cummings Mining Company to Park-Premier
                Mining Company dated January 1, 2004 (4)10.9
            Convertible
                Promissory Notes issued to Affiliated Mining, Inc. dated January
                1, 2004
                (4)10.10
            Convertible
                Promissory Notes issued to Robert W. Dunlap dated January 1, 2004
                (4)







17


**Regulation**
              **S-B**
              **Number**
            **Exhibit**10.11
            Convertible
                Promissory Note issued to Estate of Bernie Dunlap dated January 1,
                2004
                (4)10.12
            Convertible
                Promissory Note issued to Lee Family Partnership dated January 1,
                2004
                (4)10.13
            Convertible
                Promissory Note issued to Douglas K. Lee dated January 1, 2004
                (4)10.14
            Convertible
                Promissory Note issued to Janice Atkins dated January 1, 2004
                (4)10.15
            Convertible
                Promissory Note issued by Park Cummings Mining Company to Park-Premier
                Mining Company dated January 1, 2007 (4)10.16
            Convertible
                Promissory Notes issued to Affiliated Mining, Inc. dated January
                1, 2007
                (4)10.17
            Convertible
                Promissory Notes issued to Robert W. Dunlap dated January 1, 2007
                (4)10.18
            Convertible
                Promissory Note issued to Estate of Bernie Dunlap dated January 1,
                2007
                (4)10.19
            Convertible
                Promissory Note issued to Lee Family Partnership dated January 1,
                2007
                (4)10.20
            Convertible
                Promissory Note issued to Douglas K. Lee dated January 1, 2007
                (4)10.21
            Convertible
                Promissory Note issued to Janice Atkins dated January 1, 2007
                (4)10.22
            Loan
                Agreement between Park-Premier Mining Company and Robert W. Dunlap
                dated
                January 11, 2007 (4)10.23
            Promissory
                Note issued to Robert W. Dunlap dated January 11, 2007
                (4)10.24
            Letter
                Agreement dated February 15, 2007 between Park-Premier Mining Company
                and
                Talisker Realty Limited (4)10.25
            Letter
                Agreement dated February 15, 2007 between Robert and Kathy Dunlap
                and
                Tuhaye LLC (4)10.26
            Letter
                Agreement dated February 15, 2007 between Park-Premier Mining Company
                and
                Ranch 248 LLC (4)16.1
            Letter
                from Miller and McCollom (5)21
            Subsidiaries
                of Registrant (3)31.1
            Rule
                13a-14(a) Certification32.1
            Certification
                Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of
                2002







(1)
            Incorporated
                by reference to the exhibits to the registrant’s annual report on Form
                10-KSB for the year ended December 31, 1983, file number
                000-16736.


(2)
            Incorporated
                by reference to the exhibits to the registrant’s annual report on Form
                10-KSB for the year ended December 31, 1987, file number
                000-16736.


(3)
            Incorporated
                by reference to the exhibits to the registrant’s annual report on Form
                10-KSB for the year ended December 31, 2001, file number
                000-16736.


(4)
            Incorporated
                by reference to the exhibits to the registrant’s annual report on Form
                10-QSB for the three months ended March 31, 2003, file number
                000-16736.


(5)
            Incorporated
                by reference to the exhibit to the registrant’s current report on Form 8-K
                dated October 19, 2006, filed October 20, 2006, file number
                000-16736.





**Item
        14.          **Principal
        Accountant Fees and Services.****





The
      fees
      billed for professional services rendered by our principal accountant EKS&H
      are as follows**:**





**Fiscal
                Year**
            **Audit
                Fees**
            **Audit-Related
                Fees**
            **Tax
                Fees**
            **All
                Other Fees**2006
            $63,290
                (1)
            -
            -
            -2005
            (1)
            -
            -
            -2004
            (1)
            -
            -
            -2003
            (1)
            -
            -
            -




(1)
            Represents
                cumulative fees billed in 2006 and 2007 of $27,690 and $35,600,
                respectively, related to the audit of our financial statements for
                fiscal
                years 2006, 2005, 2004 and 2003.




18


There
      were no fees billed for services reasonably related to the performance of the
      audit or review of our financial statements outside of those fees disclosed
      above under “Audit Fees” for fiscal years 2006, 2005, 2004, and
      2003.  There were no other fees, other than those described
      above.





**Pre-Approval
      Policies and Procedures**





Prior
      to
      engaging our accountants to perform a particular service, our board of directors
      obtains an estimate for the service to be performed.  The board of
      directors in accordance with procedures for the company approved all of the
      services described above.








**SIGNATURES**





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




**PARK-PREMIER
              MINING
              COMPANY**Dated:
                December
                12, 2007
            By:
            /s/
              Robert W. DunlapRobert
              W. Dunlap,
              President








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




**Signature**
            
            **Title**
            
            **Date**/s/
                Robert W.
                Dunlap
            
            President,
                Treasurer, and Director
              (Principal
                Executive, Financial, and Accounting
                Officer)
            
            December
                12,
                2007Robert
                W.
                Dunlap/s/
                Jeffrey L.
                Lee
            
            Vice
                President,
                Secretary and Director
            
            December
                12,
                2007Jeffrey
                L.
                Lee/s/
                Steven R.
                Lee
            
            Director
            
            December
                12,
                2007Steven
                R.
                Lee




19



































FINANCIAL
      STATEMENTS





AND





INDEPENDENT
      REGISTERED PUBLIC ACCOUNTANTS’ REPORT








PARK-PREMIER
      MINING COMPANY





December
      31, 2004 and 2003





*PARK-PREMIER
      MINING
      COMPANY*








***C
      O N T E N T S***














*Page*Independent
                Registered Public Accountants’ Report
            F-1Consolidated
                Balance Sheets
            F-2Consolidated
                Statements of Operations
            F-3Consolidated
                Statements of Stockholders’ Deficit
            F-4Consolidated
                Statements of Cash Flows
            F-5Notes
                to Consolidated Financial Statements
            F-6
                to F-11














































**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**














Board
      of
      Directors and Stockholders


Park-Premier
      Mining Company


Evergreen,
      Colorado





We
      have
      audited the accompanying consolidated balance sheets of Park-Premier Mining
      Company as of December 31, 2004 and 2003, and the related consolidated
      statements of operations, changes in stockholders' deficit and cash flows for
      the years then ended.  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
      audits.





We
      conducted our audits 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 audits provide a reasonable basis
      for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the consolidated financial position of Park-Premier Mining
      Company as of December 31, 2004 and 2003, and the consolidated results of its
      operations and its cash flows for the years then ended in conformity with U.S.
      generally accepted accounting principles.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 2 to the financial statements,
      the Company has experienced circumstances which raise substantial doubt about
      its ability to continue as a going concern. Management’s plans regarding those
      matters also are described in Note 2. The financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.





/s/ Ehrhardt Keefe Steiner & Hottman PC





Ehrhardt
      Keefe Steiner & Hottman
      PC





November
      20, 2007


Denver,
      Colorado


F-1


*PARK-PREMIER
      MINING
      COMPANY*




***Consolidated
      Balance Sheets***




December
                31,2004
            
            
            2003ASSETSCURRENT
                ASSETSCash
            
            $
            4,342
            
            
            $
            236Other
                current
                assets
            
            
            560
            
            
            
            420Total
                current
                assets
            
            
            4,902
            
            
            
            656Land
                and mining claims
            
            
            152,640
            
            
            
            152,640Total
                assets
            
            $
            157,542
            
            
            $
            153,296LIABILITIES
                AND STOCKHOLDERS’ DEFICITCURRENT
                LIABILITIESAccounts
                payable
            
            $
            19,366
            
            
            $
            12,536Accounts
                payable –
                officer
            
            
            30,628
            
            
            
            36,225Accrued
                interest – related
                parties
            
            
            74,774
            
            
            
            121,966Property
                taxes
                payable
            
            
            —
            
            
            
            9,899Convertible
                notes payable –
                related parties
            
            
            —
            
            
            
            464,925Total
                current
                liabilities
            
            
            124,768
            
            
            
            645,551Convertible
                notes payable – related parties
            
            
            619,427
            
            
            
            —Conversion
                liability – related parties
            
            
            1,307,197
            
            
            
            1,201,911Total
                liabilities
            
            
            2,051,392
            
            
            
            1,847,462COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS’
                DEFICITCommon
                stock, par value $0.25,
                2,000,000 sharesauthorized,
                issued and
                outstanding
            
            
            500,000
            
            
            
            500,000Discount
                on common
                stock
            
            
            (146,250
            )
            
            
            (146,250
            )Additional
                paid-in
                capital
            
            
            505,656
            
            
            
            505,656Accumulated
                deficit
            
            
            (2,753,256
            )
            
            
            (2,553,572
            )(1,893,850
            )
            
            
            (1,694,166
            )Total
                liabilities and
                stockholders’ deficit
            
            $
            157,542
            
            
            $
            153,296





See
      notes to the consolidated financial
      statements.




F-2


*PARK-PREMIER
      MINING
      COMPANY*




***Consolidated
      Statements of Operations***








Year
                Ended December 31,2004
            
            
            2003EXPENSESGeneral
                and
                administrative
            
            $
            7,368
            
            
            $
            6,864Professional
                fees
            
            
            7,179
            
            
            
            13,500Property
                tax
                expense
            
            
            5,777
            
            
            
            1,511Loss
                from
                operations
            
            
            (20,324
            )
            
            
            (21,875
            )OTHER
                INCOME (EXPENSE)Interest
                expense
            
            
            (74,074
            )
            
            
            (66,175
            )Change
                in value of conversion
                liability
            
            
            (105,286
            )
            
            
            (101,273
            )Net
                loss before income taxes
            
            
            (199,684
            )
            
            
            (189,323
            )Provision
                for income taxes
            
            
            —
            
            
            
            —Net
                loss
            
            $
            (199,684
            )
            
            $
            (189,323
            )Net
                loss per share
            
            $
            (.10
            )
            
            $
            (.09
            )Weighted
                average shares outstanding
            
            
            2,000,000
            
            
            
            2,000,000





See
      notes to the consolidated financial
      statements.


F-3


*PARK-PREMIER
      MINING
      COMPANY*




***Consolidated
      Statements of Stockholders’ Deficit***


DiscountOn
            
            
            Additional
            
            
            
            
            
            TotalCommon
                Stock
            
            
            Common
            
            
            Paid-In
            
            
            Accumulated
            
            
            Stockholders’Shares
            
            
            Amount
            
            
            Stock
            
            
            Capital
            
            
            Deficit
            
            
            DeficitBalance,
                December 31, 2002
            
            
            2,000,000
            
            
            $
            500,000
            
            
            $
            (146,250
            )
            
            $
            505,656
            
            
            $
            (2,364,249
            )
            
            $
            (1,504,843
            )(restated)Net
                loss
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (189,323
            )
            
            
            (189,323
            )Balance,
                December 31, 2003
            
            
            2,000,000
            
            
            
            500,000
            
            
            
            (146,250
            )
            
            
            505,656
            
            
            
            (2,553,572
            )
            
            
            (1,694,166
            )Net
                loss
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (199,684
            )
            
            
            (199,684
            )Balance,
                December 31, 2004
            
            
            2,000,000
            
            
            $
            500,000
            
            
            $
            (146,250
            )
            
            $
            505,656
            
            
            $
            (2,753,256
            )
            
            $
            (1,893,850
            )




See
      notes to the consolidated financial
      statements.







F-4


*PARK-PREMIER
      MINING
      COMPANY*


***Consolidated
      Statements of Cash Flows***








Year
                Ended December 31,2004
            
            
            2003Cash
                flows from operating activities:Net
                loss
            
            $
            (199,684
            )
            
            $
            (189,323
            )Adjustments
                to reconcile net loss to net cash used by operating
                activities:Change
                in value of conversion
                liability
            
            
            105,286
            
            
            
            101,273Changes
                in operating assets
                and liabilities:Accounts
                payable and taxes
                payable
            
            
            (3,069
            )
            
            
            12,710Accrued
                interest – related
                parties
            
            
            (47,192
            )
            
            
            66,175Accounts
                payable –
                officer
            
            
            (5,597
            )
            
            
            5,486Other
                current
                assets
            
            
            (140
            )
            
            
            (2
            )Total
                adjustments
            
            
            49,288
            
            
            
            185,642Net
                cash used by operating activities
            
            
            (150,396
            )
            
            
            (3,681
            )Cash
                flows from financing activities:Net
                proceeds from convertible notes payable
            
            
            154,502
            
            
            
            —Net
                cash provided by financing activities
            
            
            154,502
            
            
            
            —Net
                increase (decrease) in cash and cash equivalents
            
            
            4,106
            
            
            
            (3,681
            )Cash
                and cash equivalents, beginning of year
            
            
            236
            
            
            
            3,917Cash
                and cash equivalents, end of year
            
            $
            4,342
            
            
            $
            236




See
      notes to the consolidated financial
      statements.





F-5


***PARK-PREMIER
      MINING COMPANY***


***Notes
      to Consolidated Financial Statements***





***Note
      1 – Summary of Significant Accounting Policies***





***Organization***





Park-Premier
      Mining Company’s principal business activity since its organization in 1907 has
      been the exploration of its mining properties.  These properties
      consist of partially explored mining claims located in mineralized
      areas.  Current operations have diversified the direction of the
      Company to include the acquisition, holding, and sale of real
      property.  Further, the Company is pursuing the prospect of rezoning
      its holding to allow for potential future development.





***Basis
      of Consolidation***





The
      consolidated financial statements include the accounts of the Company and its
      51% owned subsidiary, Park-Cummings Mining Company.  All significant
      intercompany transactions and account balances have been
      eliminated.  Park-Cummings Mining Company owed $517,925 and $463,297
      to the Company at December 31, 2004 and 2003, respectively.





No
      minority interest is recorded because the subsidiary is indebted to the parent
      in an amount in excess of the net assets of the subsidiary. In the event that
      the subsidiary realizes from sales of assets an amount in excess of the amount
      due the parent, a minority interest may exist.





***Use
      of Estimates***





The
      preparation of the Company’s financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the amounts reported in these financial statements
      and
      accompanying notes.  Actual results could differ from those
      estimates.





***Cash
      and Cash Equivalents***





The
      Company considers all highly liquid debt instruments with an original maturity
      of three months or less to be cash equivalents.  As of December 31,
      2004 and 2003, the Company had no cash equivalents.





***Earnings
      (Loss) Per Share***





Earnings
      (loss) per share of common stock is computed by dividing net income (loss)
      by
      2,000,000, the weighted average number of common shares outstanding during
      the
      years ended December 31, 2004 and 2003 respectively. As discussed in Note 4,
      the
      Company has issued convertible notes, which can be converted into common stock
      upon an increase in the Company’s authorized stock (all authorized stock of the
      Company is currently outstanding).  These shares have not been
      considered in the calculation of earnings (loss) per share because doing so
      would be anti-dilutive.


F-6


***PARK-PREMIER
      MINING COMPANY***


***Notes
      to Consolidated Financial Statements***





***Fair
      Value of Financial Instruments***





The
      Company considers that the carrying amount of financial instruments, including
      accounts payable and accrued liabilities, approximate fair value due to their
      short-term maturity. Notes payable approximate fair value due to the similarity
      of rates for comparable instruments.





***Valuation
      of Long-Lived Assets***





The
      Company reviews its long-lived assets for impairment, whenever events or changes
      in circumstances indicate that the carrying amount may not be
      recovered.  The Company looks primarily to the estimated undiscounted
      cash flows in its assessment of whether or not long-lived assets have been
      impaired.  The Company determined that there was no impairment of its
      long-lived assets as of December 31, 2004 and 2003, respectively.





***Fair
      Value of Conversion Liability - Related Parties***





The
      Company accounts for convertible debt issued in connection with financing
      activities in accordance with EITF Issue 00-19, *Accounting for Derivative
      Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own
      Stock*.  EITF 00-19 provides that derivatives should be classified
      as either equity or a liability.  If the derivative is determined to
      be a liability, the liability is fair valued each reporting period with the
      changes recorded to the consolidated balance sheets and consolidated statements
      of operations.  The Company has determined that the embedded
      conversion option associated with the related party convertible notes payable
      qualifies as a liability under EITF 00-19 and would be subject to bifurcation
      from the host.





***Recently
      Issued Accounting Standards***





On
      December 31, 2002, the FASB issued FASB Statement No. 148 (SFAS 148), Accounting
      for Stock-Based Compensation Transition and Disclosure, amending FASB Statement
      No. 123 (SFAS 123), Accounting for Stock-Based Compensation. This Statement
      amends SFAS 123 regarding methods of transition for entities that voluntarily
      change to the fair value based method of accounting for stock-based employee
      compensation, and to require prominent disclosure about the effects on reported
      net income of an entity's accounting policy decisions with respect to
      stock-based employee compensation, and also amends APB Opinion No. 28, Interim
      Financial Reporting, to require disclosure about those effects in interim
      financial information. For entities that voluntarily change to the fair value
      based method of accounting for stock-based employee compensation, the transition
      provisions are effective for fiscal years ending after December 15, 2002. For
      all other companies, the disclosure provisions and the amendment to APB No.
      28
      are effective for interim periods beginning after December 15, 2002. The Company
      does not expect that the provisions of SFAS No. 148 will have a material impact
      on its financial position, its results of operations or its cash
      flows.





In
      July
      2002, FASB issued Statement No. 146 "Accounting for Costs Associated with Exit
      or Disposal Activities", which becomes effective January 2003. SFAS No. 146
      requires companies to recognize costs associated with exit or disposal
      activities when they are incurred rather than at






F-7


***PARK-PREMIER
        MINING COMPANY***
 ***Notes
        to Consolidated Financial Statements***


the
      date
      of commitment. The Company does not expect that the adoption of SFAS No. 146
      will have a material impact on its financial position, its results of operations
      or its cash flows.





FIN
      45
      requires that upon issuance of certain guarantees, the guarantor must recognize
      a liability for the fair value of the obligation it assumes under that
      guarantee. FIN 45 specifically excludes certain guarantee contracts from its
      scope. Additionally, certain guarantees are not subject to FIN 45's provisions
      for initial recognition and measurement but are subject to its disclosure
      requirements. The initial recognition and measurement provisions are effective
      for guarantees issued or modified after December 31, 2002. The Company does
      not
      expect that the adoption of FIN 45 will have a material impact on its financial
      position, its results of operations, or its cash flows and had no effect on
      its
      disclosures in its financial statements for the year ended December 31,
      2002.





***Income
      Taxes***





The
      Company records deferred taxes in accordance with Statement of Financial
      Accounting Standards (SFAS) No. 109, "Accounting for Income
      Taxes."  The statement requires recognition of deferred tax assets and
      liabilities for temporary differences between the tax bases of assets and
      liabilities and the amounts at which they are carried in the financial
      statements, based upon the enacted tax rates in effect for the year in which
      the
      differences are expected to reverse.  A valuation allowance is
      established when necessary to reduce deferred tax assets to the amount expected
      to be realized.





***Other***





The
      Company has no advertising expenses and paid no dividends during the periods
      presented.





***Note
      2 – Basis of Presentation***





The
      accompanying consolidated financial statements have been prepared assuming
      the
      Company continues as a going concern.  The Company has not generated
      revenue from operations for many years. In order to maintain the Company’s
      existence, a major stockholder of the Company and an Officer of the Company
      have
      loaned the Company funds for working capital. Additionally as discussed in
      Note
      4, the Company has convertible notes payable in the amount of $619,427 that
      were
      issued on January 1, 2004, and become due January 1, 2007. As discussed in
      Note
      9, these notes were reissued January 1, 2007. Without such funding from the
      major stockholders and reissuance of the convertible notes payable to extend
      the
      maturity date of these notes, the Company could not continue to
      exist.  However, there can be no assurance that funding from these
      sources will continue in the future or the Company will have sufficient funds
      to
      develop its properties.





***Note
      3***–***Common Capital Stock***





In
      accordance with its Articles of Incorporation, the Company received mines and
      mining claims and services, primarily developed costs, on March 6, 1928, in
      full
      payment for its 2,000,000 shares of common capital stock. The mines and mining
      claims acquired in 1928 were recorded






F-8


***PARK-PREMIER
        MINING COMPANY***
 ***Notes
        to Consolidated Financial Statements***


on
      the
      Company’s books at the par value of the shares issued less a discount on the
      common stock. The Company’s shares are assessable and there are no unpaid
      assessments at December 31, 2004.





***Note
      4 – Convertible Notes Payable - Related Parties***





Convertible
      notes payable were issued by the Company with a conversion price to be
      determined by the Board of Directors, except that the conversion price shall
      not
      be more than $.10 per share. All notes, including accrued interest, were
      originally issued in 2001 and were rewritten on January 1, 2002, 2004 and 2007,
      and are due December 31, 2007. The notes, as rewritten, call for payment of
      both
      principal and interest upon maturity and accrue interest at an annual rate
      of
      12%. Convertible notes payable are to four individuals and two entities and
      total $619,427 and $464,925 at December 31, 2004 and 2003,
      respectively.





Since
      the
      Company’s stock is very thinly traded, and since the Company has not been
      current with its financial statements since 2001, and thus there was not
      information on file for the market to determine a price, the Company determined
      the fair value of its common stock as follows:





The
      Company is in the process of entering into a transaction that values
      substantially all of the Company’s assets: its real estate.  The
      Company utilized information that it obtained in its current negotiations as
      to
      the fair market value of its real estate and then, using this value, considered
      all other financial aspects of the Company, such as its liabilities and
      commitments, to determine the current fair value of the Company and thus the
      Company’s common stock.  The Company then undertook a historical study
      of the changes that occurred over the past six years as best as it could
      determine the events that caused the increase in the value of the Company’s real
      estate.  Thus the Company was able to determine the fair value of its
      common stock on a year-by-year basis.





At
      December 31, 2004 and 2003, the outstanding debt and accrued interest totaling
      $693,758 and $576,507, respectively, could be converted into 6,937,582 and
      5,765,070 shares of common stock, respectively, resulting in 8,937,582 and
      7,765,070 total shares of common stock outstanding, respectively.





Since
      the
      conversion agreement requires the Company to physically settle the conversions
      only by delivering shares, it is assumed that the Company will be required
      to
      net-cash settle the conversion in accordance with EITF 00-19, because the
      Company does not have the sufficient amount of authorized stock to satisfy
      the
      conversion.  The Company has recorded a conversion (derivative)
      liability equal to the net cash settlement price of the equivalent shares
      outstanding.  At the end of each reporting period, this conversion
      liability is fair valued to reflect changes in stock price as calculated above,
      as well as in the number of shares that the debt can be converted
      into.  The change in the estimated fair value of the conversion
      liability at the end of each reporting period has been recognized as a component
      of other income (expense).  Upon adoption, the Company determined the
      estimated fair value of the conversion liability to be $164,440, and the
      estimated fair value of the conversion liability was $1,307,197 and $1,201,911
      at December 31, 2004 and 2003, respectively.





F-9
 
 ***PARK-PREMIER
          MINING COMPANY***
 ***Notes
          to Consolidated Financial Statements***


The
      estimated fair value of the conversion liability was determined using the
      Black-Scholes formula applying the following assumptions: risk-free interest
      rate of 1.99% and 0.85% at December 31, 2004 and 2003, respectively; remaining
      contractual term of three months to three years; volatility of 67%; and, an
      estimated fair value of the underlying stock of $.27 and $.31 per share at
      December 31, 2004 and 2003, respectively.  The discount rate was
      determined by the bond equivalent yield.





***Note
      5 – Commitments and Contingencies***





Condemnation
      by the Bureau of Reclamation as part of the Central Utah Project has taken
      a
      material part of the Company’s properties.  The value of the Company’s
      remaining land holdings is indeterminable and is stated at cost on the Company’s
      financial statements.





***Note
      6 – Related Party Transactions***





***Funding
      of Expenditures***





The
      cash
      requirements of the Company exceed the cash generated by such
      sales.  The President of the Company, Robert W. Dunlap, has loaned
      money to the Company. Amounts due from the Company to Robert W. Dunlap at
      December 31, 2004 and 2003 were $562,588 and $495,414, respectively, which
      includes accrued interest and the deferral of a portion of the compensation
      earned through such dates.





***Note
      7 – Income Taxes***





The
      current provision for income taxes, if any, represents actual or estimated
      amounts payable on tax return filings each year.  Deferred tax assets
      and liabilities are recorded for the estimated future tax effects of temporary
      differences between the tax basis of assets and liabilities and amounts reported
      on the balance sheets and for operating loss and tax credit carry
      forwards.  The change in deferred tax assets and liabilities for the
      period measures the deferred tax provision or benefit for the
      period.  Effects of changes in enacted tax laws on deferred tax assets
      and liabilities are reflected as adjustments to the tax provision or benefit
      in
      the period of enactment.  In assessing the carrying amount of deferred
      tax assets, management considers whether it is more likely than not that some
      portion or all of the deferred tax assets will be realized.  The
      ultimate realization of deferred tax assets is dependant upon the generation
      of
      future taxable income during the periods in which those temporary differences
      become deductible.  Management considers that schedule reversal of
      deferred tax liabilities, projected future taxable income, and tax planning
      strategies in making this assessment.





Due
      to
      the extensive nature of losses, the Company believes the net operating losses
      and resulting deferred tax asset will not be realized.  As a result, a
      full valuation allowance has been recorded against the deferred tax
      asset.





F-10


***PARK-PREMIER
      MINING COMPANY***


***Notes
      to Consolidated Financial Statements***





***Note
      8 – Land and Mining Claims***





Land
      and
      mining claims are stated at cost as of December 31, 2004 and 2003.





The
      Company did not identify sufficient mineral potential to meet the federal
      requirements to maintain its unpatented mining claims under the United States
      mining laws and therefore the unpatented claims were withdrawn from mineral
      entry.





The
      Company continues its effort to develop its remaining land holdings, after
      the
      condemnation of the majority of its acreage by the Bureau of Reclamation.
      However, since much of the Company’s land holdings are “land-locked” due to the
      encroachment of the Jordanelle Reservoir Project, there can be no assurance
      that
      the Company’s efforts will be successful.  The Company is pursing a
      master development plan with other adjoining landowners. The Company believes
      that the fair market value of its land holdings is greater than their
      cost.





***Note
      9 –****Subsequent Events***





***Litigation***





On
      October 31, 2007, the Company was named as a defendant in the civil litigation
      named *Terry B. Brodkin v. Tuhaye Golf, LLC, et. al.* filed in the
      District Court of Wasatch County, Utah.  In the lawsuit, the plaintiff
      seeks to establish access rights to his landlocked property.  The
      plaintiff also seeks damages in the amount of $5.5 million due to an alleged
      lost sale of his property caused by being landlocked.  The Company has
      evaluated the position of the plaintiff’s land relative the Company’s land and
      believes that any access rights that may be granted to the plaintiff will not
      cross the Company’s land.  Furthermore, the Company has assessed the
      probability of financial loss from this claim as remote.  The ultimate
      outcome of this litigation cannot presently be determined and, accordingly,
      the
      financial statements have not been adjusted to allow for a potential loss from
      the claim.  The Company intends to vigorously contest the
      claim.





***Other
      Matters***





The
      Company entered into two letter agreements in February 2007, pertaining to
      the
      sale and development of its property.  The Company will also share in
      the potential future appreciation of portions of the property.  It is
      anticipated that the property sale transactions will close in December
      2007.





On
      January 1, 2007, the related party convertible notes payable were reissued
      extending the maturity date to December 31, 2007.  Additionally, on
      January 11, 2007, the Company issued a promissory note in the amount of $30,000
      to an officer of the Company that calls for payment of both principal and
      interest upon maturity at December 31, 2007.














F-11