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

                                   FORM 10-KSB

                            ANNUAL REPORT PURSUANT TO
                           SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2005
                                               -------------

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

     For the transition period from _________________ to __________________

                       Commission file number: 333-119823


                               DYNAMIC GOLD CORP.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



            Nevada                                    Applied For
 ---------------------------               ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                       675 West Hastings Street, Suite 200
                   Vancouver, British Columbia, Canada V6B 1N2
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (604) 681-3131
               --------------------------------------------------
               Registrant's telephone number, including area code

Securities to be registered pursuant to Section 12(b) of the Act:

 Title of each class                        Name of each exchange on which
 to be so registered                        each class is to be registered

         None                                            None

Securities to be registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                                (Title of Class)

                                       1
<page>

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  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.

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

State issuer's revenues for its most recent fiscal year:           Nil
                                                          ----------------------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

                        $903,000 as at September 28, 2005
                        ---------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                       9,515,000 as of September 28, 2005
                       ----------------------------------


                                       2
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                                TABLE OF CONTENTS

                                                                          Page

ITEM 1:  DESCRIPTION OF BUSINESS............................................4
ITEM 2:  DESCRIPTION OF PROPERTY............................................13
ITEM 3:  LEGAL PROCEEDINGS..................................................13
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................13
ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........13
ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..........13
ITEM 7:  FINANCIAL STATEMENTS...............................................15
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURES......................................16
ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS......16
ITEM 10:  EXECUTIVE COMPENSATION...........................................17
ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...18
ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................19
ITEM 13:  EXHIBITS AND REPORTS.............................................19


                                       3
<page>


PART I

ITEM 1:  DESCRIPTION OF BUSINESS

In General

We intend to commence operations as an exploration stage company. As such, there
is no assurance  that a commercially  viable mineral  deposit exists on our sole
mineral property interest,  the Sobeski Lake Gold property.  Further exploration
will be  required  before  a  final  evaluation  as to the  economic  and  legal
feasibility of the Sobeski Lake Gold property is determined.  Economic and legal
feasibility refers to a formal evaluation completed by an engineer or geologist,
which confirms that the property can be successfully operated as a mine.

We will be engaged in the  acquisition,  and  exploration of mineral  properties
with  a  view  to  the  exploitation  any  mineral  deposits  we  discover  that
demonstrate economic feasibility.  Exploitation of a mineral deposit occurs when
the company overseeing  production  processes rock from the property in order to
remove and sell gold contained in the rock.

Because we are an  exploration  stage  company,  in the event  that we  discover
mineral  deposits  on the  Sobeski  Lake  Gold  property,  we will  not have the
capability to remove and refine those minerals. When exploration stage companies
discover  mineral  deposits,  which are a rare  occurrence,  they typically sell
their interest in the property to larger  development or production stage mining
companies, or they enter into a joint venture arrangement.  The larger companies
are then  responsible  for  operating  the property as a mine.  If we discover a
mineral deposit on the Sobeski Lake Gold property, we anticipate entering into a
similar arrangement with a more advanced mining company.

We acquired our interest in and to the four mineral claims,  known  collectively
as the  Sobeski  Lake Gold,  located  in the Red Lake  Mining  District,  in the
province of Ontario,  Canada for a cash  payment of $3,500.  The former owner of
the claims,  Dan Patrie  Exploration Ltd.,  remains the registered owners of the
property. It holds a 100% interest in the property in trust for us.

Our plan of operation is to  determine  whether this Sobeski Lake Gold  property
contains  reserves that are  economically  recoverable.  The  recoverability  of
amounts  from the  property  will be  dependent  upon  discovering  economically
recoverable reserves and obtaining the necessary financing to prove gold content
on the property sufficient enough to justify operating the property as a mine by
processing rock in order to remove and sell the gold found in the rock.

As an exploration  stage  corporation,  we are engaged in the search for mineral
deposits  (reserves).  We are not a development  stage  company  involved in the
preparation of an established commercially minable deposit for its extraction or
a production stage company engaged in the exploitation of a mineral deposit.

Mineral Property Exploration

Mineral property  exploration is typically  conducted in phases. Each subsequent
phase of exploration  work is  recommended  by a geologist  based on the results
from  the most  recent  phase of  exploration.  The  initial  two  phases  of an
exploration  program generally involve  geochemical and geophysical surveys of a
property. Subsequent exploration phases typically involve drilling.


                                       4
<page>


Geochemical  exploration  involves gathering soil samples or pieces of rock from
the  property  areas with the most  potential to host  economically  significant
mineralization  based on past exploration  results. All samples gathered will be
sent to a  laboratory  where they are crushed and  analysed  for metal  content.
Geophysical  surveying  is the search for  mineral  deposits  by  measuring  the
physical  property of  near-surface  rocks,  and  looking for unusual  responses
caused by the presence of mineralization.  Electrical, magnetic,  gravitational,
seismic and radioactive properties are the ones most commonly measured. Drilling
involves extracting a long cylinder of rock from the ground to determine amounts
of metals at different depths. Pieces of the rock obtained, known as drill core,
are analysed for mineral content.

We have not yet commenced the initial phase of  exploration  on the Sobeski Lake
Gold property. Once we have completed each phase of exploration,  we will make a
decision as to whether or not we proceed with each  successive  phase based upon
the  analysis  of the  results of that  program.  Our  directors  will make this
decision  based  upon  the  recommendations  of the  independent  geologist  who
oversees   the  program  and   records  the   results,   as  well  as  upon  the
recommendations of Brian Game, our director who is a professional geologist.

Even if we  complete  the  currently  recommended  exploration  programs  on the
Sobeski  Lake  Gold  property  and they are  successful,  we will  need to spend
substantial  additional funds on further drilling and engineering studies before
we will ever know if there is a commercially  viable mineral deposit (a reserve)
on the property.

Sobeski Lake Gold Property Purchase Agreement

We acquired  the mineral  claims  located at Sobeski Lake in the Red Lake Mining
district of northwestern  Ontario,  Canada from Dan Patrie  Exploration  Ltd., a
private  company  owned by Dan Patrie on June 16, 2004. We paid the owner $3,500
in order to acquire a 100%  interest in the mineral  claims.  Mr. Patrie and his
company are both at arm's length to us. There are no other underlying agreements
or interests in the mineral claims.

Title to the Sobeski Lake Gold Property

The Sobeski  Lake Gold  Property  consists of four  mineral  claims.  A "mineral
claim"  refers to a  specific  section of land over  which a title  holder  owns
rights to explore for and extract  minerals from the ground.  Such rights may be
transferred  or held in trust.  The  claims  will be held in trust by Dan Patrie
Exploration Ltd. on behalf of Dynamic Gold Corp. under prospector license #36646
in the name of Dan  Patrie  Exploration  Ltd.,  registered  in the  Province  of
Ontario, Canada. We do not own any real property interest in the land covered by
the claims.

If the trustee becomes bankrupt or transfers the claims to a third party, we may
incur  significant  legal  expenses in  enforcing  our interest in the claims in
Ontario courts.

The  registration of the claims in the name of a trustee does not impact a third
party's  ability to commence an action  against us  respecting  the Sobeski Lake
Gold property or to seize the claims after obtaining judgment.

The business  purpose of us having the title to the Sobeski  Lake Gold  property
held in trust is to avoid expenses we would incur in  registering  the claims in
our corporate name.

                                       5
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Specifics of the four mineral claims are as follows:

Property Name        Claim Number   No. of Claims Units      Date of Expiry
-------------        ------------   -------------------      ---------------

Sobeski Lake Area      3004508             7                Feb 16, 2006
Sobeski Lake Area      3004509             9                Nov 14, 2005
Sobeski Lake Area      3004510             4                Nov 14, 2005
Sobeski Lake Area      3004511             4                Nov 14, 2005

All of the above claims were recorded two years prior to their  respective dates
of expiry.

In order to keep the claims  comprising  the Sobeski Lake Gold  property in good
standing,  we must incur at least $6.00 per hectare in  exploration  work on the
claims  prior to the dates of expiry  noted  above.  The expiry  date is thereby
extended  for an  additional  two years.  As the total area of the claims is 386
hectares, we must spend $2,316 on exploration in order to meet this requirement.
If we fail to incur these exploration expenses by the expiry dates, title to the
mineral  claims  reverts  to  the  government.   These  exploration  expenditure
requirements are obligations imposed by the government.

Description, Location and Access

The Sobeski  Lake Gold  property  is located in the Red Lake Mining  District of
northwestern  Ontario.  The  district  is at the west end of the Uchi - Red Lake
greenstone  belt and is accessed by Highway 105 of the Ontario road system.  The
four claims are situated approximately 22 kilometers northeast of Balmertown and
30 kilometers  northeast of Red Lake. Red Lake is a long-established  mining and
resort town with a population of about 3,000.  It is located on Highway 105, 175
kilometers  north of Vermilion Bay on the Trans-Canada  Highway.  A full service
airport with daily  service  from Kenora and  Winnipeg is located 10  kilometers
north of the town, near Balmertown,  the site of Placer Dome's Campbell Red Lake
gold  mine and  Goldcorp  Inc.'s  Red Lake gold  mine.  Red Lake  provides  most
services and supplies  required in support of mining and  exploration  work,  as
well as a ready supply of experienced exploration personnel. We have not entered
into any agreement or negotiations, preliminary or otherwise, with any personnel
or geologists to help us with the exploration of the Sobeski Lake Gold property.

Access to the claims from Red Lake is northerly by Highway 125 to Balmertown (10
kilometers),  then by Nungasser Road to its intersection with a seasonal logging
road  about 5  kilometers  away.  An  easterly  logging  road then  leads to the
property  about four  kilometers  away. A logging road is a dirt road created by
forestry  companies for the purpose of removing  timber from an area. Such roads
are often difficult to traverse in wet or winter weather conditions.

A side road  suitable  only for small four wheel  drive  vehicles  in summer and
snowmobiles  in winter is followed for about 2 kilometers to the west side claim
line. The narrow side road continues easterly across the claims.

The Sobeski  Lake Gold  property is free of any mineral  workings as there is no
known history of previous work having been completed on the claims. Accordingly,
there is no equipment  located on the claims and no power source  located on the
claims. We will need to use portable generators if we require a power source for
exploration of the property.

To date, we have not incurred any  exploration  expenditures on the Sobeski Lake
Gold  property.  The  property  is  without  known  reserves  and  our  proposed
exploration is exploratory in nature.

Mineralization and Rock Formation

The Sobeski Lake Gold property is located in an area of altered  volcanic  rocks
that have the  potential to host economic gold  mineralization.  Property  sites
favorable for  mineralization  commonly are in proximity to relatively thin beds
of sedimentary rock,  particularly tuff beds (layers of volcanic ash).  Canadian
Shield rocks, like those found on the property,  are commonly profoundly altered
from their original characteristics.

                                       6
<page>

Exploration History

There is no known history of previous  work having been  completed on the actual
Sobeski Lake Area property but the entire district has been actively explored by
prospectors,  airborne surveys, and by detailed geological mapping by government
agencies.

Geological Report: Sobeski Lake Gold Property

We have obtained a geological  report on the Sobeski Lake Gold property that was
prepared by Mr. Erik A.  Ostensoe,  a  professional  geologist  from  Vancouver,
British Columbia. The geological report summarizes the results of exploration in
the area of the  Sobeski  Lake  Gold  property  and makes a  recommendation  for
further exploration work.

We acquired the four claims of the Sobeski  Lake project due to their  proximity
to the large block of claims that has been under exploration by Planet Resources
Ltd.  That  ground,  in joint  venture  with  Goldcorp.,  has been  examined  by
prospecting, geophysical surveys, both airborne and ground-based, and by diamond
drilling.

Stage 1

The first stage of exploration  that Mr.  Ostensoe  recommends  consists of data
acquisition,  grid  preparation  and  surveys  and can be  broken  down into two
phases:

                                    Phase 1
                                    -------
Mr.  Ostensoe  recommends  engaging a technically  trained  person to thoroughly
search the  geological  database in order to assemble the  available  historical
information relevant to the Sobeski Lake area. This would involve reviewing data
filed with the Geological Survey of Canada,  the Ontario Department of Mines and
the Ministry of Natural Resources.

He then recommends that based upon this review,  we should pursue an exploration
program of prospecting.  This would involve determining the extent, distribution
and  geology  of  outcrops.  Outcrops  are  exposed  rock on the  surface of the
property that is not covered by soil.  These  outcrops are analysed to determine
whether they potentially containing gold mineralization based on the rock types.

This preliminary Phase I reconnaissance work requires  approximately one week of
fieldwork  by a  two  person  crew.  The  whole  phase,  including  the  initial
compilation  and the later  presentation  to  management,  is  estimated to cost
$5,000.  Our  current  cash on hand  will  cover  the cost of this  program.  We
anticipate  commencing  this phase of  exploration  in the spring of 2005,  when
weather  conditions  permit.  The entire phase,  including the interpretation of
data, should take a total of one to two months.

                                    Phase 2
                                    -------
Upon completion of Phase I, Mr Ostensoe  recommends  pursuing a field program of
prospecting,  as well as geochemical and geophysical  surveying to determine the
extent and  distribution  of  mineralization  which may indicate  the  potential
presence of a gold reserve.

Geochemical surveys involve a consulting geologist gathering samples of soil and
rock  from  property  areas  with  the  most  potential  to  host   economically
significant  mineralization.  All samples  gathered will be sent to a laboratory
where they are crushed and analysed for metal content.

Geophysical  surveying  is the search for  mineral  deposits  by  measuring  the
physical  property of  near-surface  rocks,  and  looking for unusual  responses
caused by the presence of mineralization.  Electrical, magnetic,  gravitational,
seismic  and  radioactive  properties  are  the  ones  most  commonly  measured.
Geophysical  surveys  are  applied in  situations  where  there is  insufficient
information  obtainable  from the property  surface to allow  informed  opinions
concerning the merit of properties.


                                       7
<page>


Mr.  Ostensoe's  report  recommends  that a budget of $10,000  for phase two. He
recommends  that the  geochemical  portion of the  program be  completed  in the
summer,  when rock  exposure  is  maximized  due to  melting  of all snow on the
property.  He recommends  that the  geophysical  portion of the  exploration  be
conducted  in the winter when the  property  surface is frozen so that it can be
easily traversed.

We will need to raise additional  financing to cover the anticipated the cost of
this program.

Stage 2

Results from the Stage 1 exploration  programs will allow us to choose  specific
property areas that are more likely to host a mineral  deposit.  Such areas will
then be tested by  meaning  of  drilling  techniques  which  provide  subsurface
information concerning the underlying rock formations.

Drilling  involves  extracting  a long  cylinder  of rock  from  the  ground  to
determine  amounts of metals at different  depths.  Pieces of the rock obtained,
known as drill core, are analysed for mineral content.

Drilling programs commonly include about five to eight initial drill holes, with
a follow up stage,  if warranted,  of a further six to eight holes.  The cost of
the  Stage 2  drilling  work  will be based  entirely  upon the  results  of the
programs from Stage 1 and cannot be accurately forecast. However, we expect that
such a program will cost a minimum of $200,000.  A follow up drill program would
likely cost an additional  $300,000.  We will not determine the exact number and
location of drill holes until we have completed Stage 1.

We do not have an  agreement  with Mr.  Ostensoe,  or any  other  geologist,  to
provide  geological  services for planned  exploration  work on the Sobeski Lake
Gold property.

Compliance with Government Regulation

We will be required to conduct all mineral exploration  activities in accordance
with the Mining Act of Ontario.  While we do not require  any  authorization  to
proceed with the initial two phases of the recommended  exploration  program, we
will be required to obtain work  permits  from the Ontario  Ministry of Northern
Development  and Mines for the drilling  program and any subsequent  exploration
work that results in a physical disturbance to the land if the program calls for
the  disturbance of more than 10,000 square meters of the property  surface,  or
such areas that would  total that amount  when  combined.  A work permit is also
required for the erection of structures  on the property.  There is no charge to
obtain a work permit under the Mining Act. We have not applied for a work permit
for the drilling phase of our proposed  exploration  program, as the application
requires  that we disclose  details of the planned  exploration.  We will not be
able to determine this until we have the results from Stage 1 of our exploration
program.  We  anticipate  that we can obtain a work permit within one month from
filing an application.

When our exploration  program proceeds to the drilling stage, we may be required
to post small bonds if the rights of a private  land owner may be  affected.  We
may also be required to file  statements  of work with the  Ministry of Northern
Development and Mines. We will also be required to undertake remediation work on
any  exploration  that results in physical  disturbance to the land. The cost of
remediation  work will vary  according  to the degree of  physical  disturbance.
However,  for the  drilling  programs  that we have  planned,  we do not  expect
remediation costs to exceed $10,000. We have budgeted for regulatory  compliance
costs in our  proposed  exploration  program.  We will need to raise  additional
funds  in  order  to  proceed  with  any  drilling  and to  cover  the  costs of
remediation.

                                       8
<page>

The amount of these costs is not known at this time as we do not know the extent
of the  exploration  program that will be  undertaken  beyond  completion of the
recommended  exploration  program.  Because there is presently no information on
the size,  tenor,  or quality  of any  minerals  or reserve at this time,  it is
impossible to assess the impact of any capital  expenditures  on earnings or our
competitive position.

An environmental  review is not required under the Environmental  Assessment Act
to proceed with the recommended exploration program on our mineral claims.

In order to keep the four  mineral  claims  comprising  the  Sobeski  Lake  Gold
property  in good  standing,  we must  incur  at  least  $6.00  per  hectare  in
exploration  work on the claims prior to November 14, 2005 with respect to three
of the claims, and prior to February 16, 2006 with respect to one of the claims.
The expiry date is thereby  extended for an additional  two years.  As the total
area of the claims is 386 hectares, we must spend $2,316 on exploration in order
to meet this requirement.

Employees

We have no  employees  as of the date of this annual  report  other than our two
directors.

Research and Development Expenditures

We have incurred a total of $375 in connection with Mr.  Ostensoe's  preparation
of a geological  report  concerning the Sobeski Lake Gold property.  We have not
incurred any other research or development expenditures since our incorporation.

Competition

While the  mineral  property  exploration  business  is  competitive,  we do not
anticipate  having any  difficulties  retaining  qualified  personnel to conduct
exploration on the Sobeski Lake Gold property.

Despite  competition  amongst gold  producers,  there is a strong market for any
gold that is removed from the Sobeski Lake Gold  property.  While it is unlikely
that we will discover a mineral deposit on the property,  if we do, the value of
the property  will be influenced  by the market price for gold.  This price,  to
some  degree,  is  influenced  by the  amount  of  gold  sold by  advanced  gold
production companies.

There are a large number of mineral  exploration  companies such as us that look
to acquire  interests in properties and conduct  exploration on them.  Given the
large  number  of  unexplored  or under  explored  mineral  properties  that are
currently  available for  acquisition,  we do not expect  competition  to have a
material impact on our business operations.

In the mineral  exploration  sector, our competitive  position is insignificant.
There are numerous mineral exploration companies with substantially more capital
and resources  that are able to secure  ownership of mineral  properties  with a
greater potential to host economic  mineralization.  We are not able to complete
with such  companies.  Instead,  we will attempt to acquire  properties  without
proven mineral deposits that may have the potential to contain mineral deposits.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

                                       9
<page>

                         Risk Factors

An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
annual  report  before  investing in our common  stock.  If any of the following
risks occur, our business,  operating  results and financial  condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current  operating  funds are less than  necessary  to complete all intended
exploration  of the Sobeski Lake Gold  property,  and  therefore we will need to
obtain additional financing in order to complete our business plan. We currently
do not have any operations and we have no income.

Our  business  plan  calls  for  significant  expenses  in  connection  with the
exploration  of the Sobeski  Lake Gold  property.  We have  sufficient  funds to
conduct  an initial  phase of  exploration  on the  property  estimated  to cost
$5,000.  However,  we will require additional  financing of $210,000 to complete
the  balance of the  recommended  stage one work  program  and for the stage two
drill program and significant  additional  funding in order to determine whether
the property contains economic  mineralization.  We will also require additional
financing if the costs of the  exploration of the Sobeski Lake Gold property are
greater than anticipated.

We will require  additional  financing to sustain our business  operations if we
are not successful in earning revenues once  exploration is complete.  We do not
currently have any arrangements for financing and we can provide no assurance to
investors  that we will be able to find such  financing if  required.  Obtaining
additional  financing  would be subject to a number of  factors,  including  the
market price for gold,  investor  acceptance of our property and general  market
conditions.  These factors may make the timing,  amount,  terms or conditions of
additional financing unavailable to us.

The most likely source of future funds presently  available to us is through the
sale of equity  capital or loans from our  directors.  Any sale of share capital
will result in dilution to  existing  shareholders.  The only other  anticipated
alternative  for the  financing  of further  exploration  would be our sale of a
partial  interest in the Sobeski Lake Gold property to a third party in exchange
for cash or exploration expenditures, which is not presently contemplated.

BECAUSE  WE HAVE  NOT  COMMENCED  BUSINESS  OPERATIONS,  WE FACE A HIGH  RISK OF
BUSINESS FAILURE.

We have not yet commenced exploration on the property.  Accordingly,  we have no
way to evaluate the likelihood that our business will be successful. To date, we
have been involved primarily in organizational activities and the acquisition of
our  mineral  property.  We have not earned any  revenues as of the date of this
annual report.

Potential investors should be aware of the difficulties  normally encountered by
new  mineral  exploration  companies  and  the  high  rate  of  failure  of such
enterprises.   These  potential  problems  include,  but  are  not  limited  to,
unanticipated  problems  relating  to  exploration,  and  additional  costs  and
expenses that may exceed current estimates.

Prior to completion of our  exploration  stage, we anticipate that we will incur
increased operating expenses without realizing any revenues.  If our exploration
programs are  successful  in  establishing  minerals of  commercial  tonnage and
grade,  we will  require  additional  funds  in  order to  further  develop  the
property.

                                       10
<page>

We expect to incur significant losses into the foreseeable  future. We recognize
that if we are unable to generate  significant  revenues from development of the
Sobeski Lake Gold property and the  production  of minerals from the claims,  we
will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood  that
we will prove successful, and we can provide investors with no assurance that we
will generate any operating revenues or ever achieve profitable  operations.  If
we are  unsuccessful  in addressing  these risks,  our business will most likely
fail.

THE  PROBABILITY  OF AN INDIVIDUAL  MINERAL  EXPLORATION  PROSPECT,  SUCH AS THE
SOBESKI  LAKE GOLD  PROPERTY,  CONTAINING  RESERVES IS  EXTREMELY  REMOTE.  AS A
RESULT, YOU COULD LOSE YOUR ENTIRE INVESTMENT.

Very few  exploration  stage mineral  properties,  such as the Sobeski Lake Gold
property  contain  sufficient  quantities  of  mineralization  to  constitute  a
reserve.  A  "reserve"  is  that  part  of a  mineral  deposit  which  could  be
economically and legally extracted or produced.

In all probability, the Sobeski Lake Gold property does not contain any reserves
and all  funds  that we intend to spend on its  exploration  will be  ultimately
lost.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES,  THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for  valuable  minerals  as a business  is  extremely  risky.  We can
provide  investors with no assurance  that our mineral  claims contain  economic
mineralization of gold.

Exploration  for  minerals  is  a  speculative  venture  necessarily   involving
substantial  risk.  Our  exploration  of the Sobeski Lake Gold  property may not
result in the discovery of commercial  quantities  of  mineralization.  Problems
such as unusual or unexpected  formations  and other  conditions are involved in
mineral  exploration and often result in unsuccessful  exploration  efforts.  In
such a case, we would be unable to complete our business plan.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution,  cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

OUR  INDEPENDENT  AUDITOR  BELIEVES  THERE  IS  SUBSTANTIAL  DOUBT  THAT WE WILL
CONTINUE AS A GOING CONCERN. IF WE DO NOT CONTINUE AS A GOING CONCERN,  YOU WILL
LOSE YOUR INVESTMENT.

The Independent  Auditor's  Report to our audited  financial  statements for the
period  ended June 30, 2005,  indicates  that there are a number of factors that
raise substantial  doubt about our ability to continue as a going concern.  Such
factors  identified  in the report  are our net loss  position,  our  failure to
attain  profitable   operations  and  our  dependence  upon  obtaining  adequate
financing.  If we are not able to  continue  as a going  concern,  it is  likely
investors will lose their investments.

BECAUSE OUR DIRECTORS  OWN 52.54% OF OUR  OUTSTANDING  COMMON STOCK,  THEY COULD
MAKE  AND  CONTROL  CORPORATE  DECISIONS  THAT MAY BE  DISADVANTAGEOUS  TO OTHER
MINORITY SHAREHOLDERS.

Our directors own approximately  52.54% of the outstanding  shares of our common
stock.  Accordingly,  they will have a significant  influence in determining the
outcome of all  corporate  transactions  or other  matters,  including  mergers,
consolidations,  and the sale of all or  substantially  all of our assets.  They
will also have the power to prevent or cause a change in control.  The interests
of our  directors may differ from the  interests of the other  stockholders  and
thus  result  in  corporate   decisions  that  are   disadvantageous   to  other
shareholders.

                                       11
<page>

BECAUSE THE CLAIMS  COMPRISING THE SOBESKI LAKE GOLD PROPERTY ARE NOT REGISTERED
IN OUR NAME, WE MAY INCUR SIGNIFICANT EXPENSES IN RESOLVING ANY TITLE DISPUTES.

The claims  comprising  the Sobeski Lake Gold are  registered in the name of Dan
Patrie  Exploration  Ltd.,  the company that sold the claims to us. This company
holds these claims in trust for us. If the company becomes bankrupt or transfers
the  claims  to a third  party,  we may  incur  significant  legal  expenses  in
enforcing our interest in the claims in Ontario courts.  In such  circumstances,
we will have to lead  evidence in court that  demonstrates  our  interest in the
claims.  We  would  achieve  this  by  providing  the  court  with a copy of our
agreement with the Dan Patrie Exploration Ltd. whereby we acquired the claims.

We may have the claims  registered in our name by applying for  extra-provincial
registration with the Ontario provincial government and by filing an application
for  transfer of title with the Ontario  Ministry  of Northern  Development  and
Mines. However, we do not presently intend to register the claims in this manner
due to the expense involved. The cost of registration would be about $2,000.

BECAUSE OUR DIRECTORS  HAVE OTHER  BUSINESS  INTERESTS,  THEY MAY NOT BE ABLE OR
WILLING  TO  DEVOTE A  SUFFICIENT  AMOUNT  OF TIME TO OUR  BUSINESS  OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. Tim Coupland and our secretary, Mr. Brian Game, respectively
devote 25% and 10% of their business time to our affairs.

It is possible  that the demands on Messrs.  Coupland  and Game from their other
obligations could cause either of them to be unable to devote sufficient time to
the management of our business. In addition, Mr. Tim Coupland and Mr. Brian Game
may not possess  sufficient time for our business if the demands of managing our
business increased substantially beyond current levels.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is  currently  no  market  for our  common  stock  and we can  provide  no
assurance that a market will develop.  We currently plan to apply for listing of
our common stock on the over the counter bulletin board. However, we can provide
investors with no assurance that our shares will be traded on the bulletin board
or, if  traded,  that a public  market  will  materialize.  If no market is ever
developed for our shares,  it will be difficult for  shareholders  to sell their
stock.  In such a case,  shareholders  may find that they are  unable to achieve
benefits from their investment.

Forward-Looking Statements

This annual report  contains  forward-looking  statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are most likely to differ  materially  from those  anticipated in
these forward-looking  statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this annual report.

                                       12
<page>

ITEM 2:  DESCRIPTION OF PROPERTY

We acquired an interest in and to the four mineral claims,  known as the Sobeski
Lake Gold property,  located in the Red Lake Mining  District in the province of
Ontario,  Canada.  Dan Patrie  Exploration  Ltd.  holds a 100%  interest  in the
mineral  claims in trust for us.  This  property  comprises  four claims with an
approximate area of 386 hectares. Our property interest in the claims is limited
to mineral  exploration and extraction  rights. We do not have any real property
interest in the claims.

We do not own or lease any property  other than the Sobeski Lake Gold  property.
Our president, Mr. Tim Coupland, provides office space to us free of charge.

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fourth quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common  stock do not trade on any stock  exchange  or through  the
facilities of any  quotation  system.  While we anticipate  applying to have our
shares of common stock quoted on the National Association of Securities Dealers'
OTC Bulletin Board, there is no guarantee that we will be successful.

We had 42 shareholders of record as at the date of this annual report.

Dividends

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

1.       we would not be able to pay our debts as they become due in the usual
         course of business; or

2.       our  total  assets  would be less  than  the sum of our  total
         liabilities  plus the amount that would be needed to satisfy the rights
         of  shareholders  who  have  preferential   rights  superior  to  those
         receiving the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

Our plan of operation  for the twelve  months  following the date of this annual
report is to  complete  the  recommended  stage one  exploration  program on the
Sobeski Lake Gold  property.  We have enough funds on hand to complete the first
phase of stage one. According to his geology report, Mr. Ostensoe estimates that
the first phase,  consisting of a geological data review and  prospecting,  will
cost  approximately  $5,000 and will take  about one to two months to  complete.
This exploration  will be completed by a two-person crew,  including a qualified
geologist.

                                       13
<page>

We will then commence the second phase of  exploration.  This phase will consist
of  further  prospecting  and  geochemical  and  geophysical  surveying  and  is
estimated  to cost  $10,000.  This  exploration  will be  completed  by a two or
three-person  crew,  including a qualified  geologist.  We  anticipate  that the
geochemical  portion of the program will be  completed in the summer,  when rock
exposure  is  maximized  due  to  melting  of all  snow  on  the  property.  The
geophysical  portion of the exploration will be conducted in the winter when the
property surface is frozen so that it can be easily traversed.

We do not have any arrangement with a   qualified   geologist   to oversee these
programs. However, subject to availability, we intend to retain Mr. Ostensoe. He
will be responsible    for   hiring   any  additional   personnel needed for the
exploration programs.

As well, we anticipate  spending an additional  $25,000 on administrative  fees,
including  professional fees payable in connection with complying with reporting
obligations.

Total  expenditures  over  the  next 12  months  are  therefore  expected  to be
approximately $40,000.

Our  cash  reserves  are not  sufficient  to meet our  obligations  for the next
twelve-month period. As a result, we will need to seek additional funding in the
near future. We currently do not have a specific plan of how we will obtain such
funding.  However,  we anticipate that additional funding will be in the form of
equity  financing from the sale of our common stock.  As well, our management is
prepared to provide us with short-term  loans,  although no such arrangement has
been made.

We cannot  provide  investors  with any assurance  that we will be able to raise
sufficient  funding from the sale of our common stock or through a loan from our
directors to meet our  obligations  over the next twelve months.  We do not have
any arrangements in place for any future equity financing.

If we do not secure  additional  funding for  exploration  expenditures,  we may
consider  seeking an arrangement with a joint venture partner that would provide
the required  funding in exchange for  receiving a part  interest in the Sobeski
Lake Gold property. We have not undertaken any efforts to locate a joint venture
partner.  There is no guarantee  that we will be able to locate a joint  venture
partner who will assist us in funding  exploration  expenditures upon acceptable
terms.

If we are unable to arrange additional financing or find a joint venture partner
for the Sobeski Lake Gold  property,  our business plan will fail and operations
will cease.

Results of Operations

We have not earned any revenues  from our  incorporation  on January 21, 2004 to
June 30, 2005. We have not commenced the  exploration  stage of our business and
can provide no assurance that we will discover  economic  mineralization  on the
property.

We incurred  operating expenses in the amount of $36,307 for the period from our
inception on January 21, 2004 to June 30, 2005.  These  operating  expenses were
comprised  of legal  fees of  $16,500,  accounting  and audit  fees of  $13,063,
mineral  property  costs of $3,875  relating to the purchase of the Sobeski Lake
Gold property and the preparation of a geological report, filing fees of $2,314,
bank charges of $272 and office and miscellaneous costs of $283.

                                       14
<page>

We have not attained  profitable  operations  and are dependent  upon  obtaining
financing  to pursue  exploration  activities.  For these  reasons our  auditors
believe  that there is  substantial  doubt that we will be able to continue as a
going concern.

Liquidity and Capital Resources

As of June 30, 2005 we had cash on hand of $13,701.  We will  utilize  $5,000 of
these funds to cover  anticipated  costs  involved  with the Phase I exploration
program that are proposed for the Sobeski Lake Gold property.

We  will  require   additional   funding  in  order  to  cover  all  anticipated
administration  costs and to proceed with the phase two of stage one exploration
program  that is estimated  to cost  $10,000,  as well as the stage two drilling
program on the property, estimated to cost $200,000.

ITEM 7:  FINANCIAL STATEMENTS


                               DYNAMIC GOLD CORP.

                        (A Pre-exploration Stage Company)

                         REPORT AND FINANCIAL STATEMENTS

                             June 30, 2005 and 2004

                             (Stated in US Dollars)


                                       15
<page>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
Dynamic Gold Corp.
(A Pre-exploration Stage Company)

We have  audited  the  accompanying  balance  sheets of Dynamic  Gold  Corp.  (A
Pre-exploration  Stage  Company)  as of June 30,  2005 and 2004 and the  related
statements of operations, cash flows and stockholders' equity for the year ended
June 30, 2005 and for the periods from January 21, 2004 (Date of  Incorporation)
to June 30, 2005 and 2004. These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  these financial statements referred to above present fairly, in
all material  respects,  the financial position of Dynamic Gold Corp. as of June
30, 2005 and 2004 and the results of its  operations  and its cash flows for the
year ended June 30,  2005 and for the  periods  from  January  21, 2004 (Date of
Incorporation)  to  June  30,  2005  and  2004  in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  referred  to above have been  prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements,  the Company is in the pre-exploration stage, has
no  established  source of  revenue  and is  dependent  on its  ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other  matters as set forth in Note 1, raise  substantial  doubt that
the Company  will be able to continue as a going  concern.  Management  plans in
regard to their planned  financing and other matters are also  described in Note
1. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.


Vancouver, Canada                                  /s/ Amisano Hanson

August 22, 2005                                     Chartered Accountants


<page>


                               DYNAMIC GOLD CORP.
                        (A Pre-exploration Stage Company)
                                 BALANCE SHEETS
                             June 30, 2005 and 2004
                             (Stated in US Dollars)


<table>
<caption>
                                                                                  2005                2004
                                                                                  ----                ----
                                               ASSETS

                                                                        <c>                 <c>
Current
    Cash                                                                   $         13,701    $         26,768
    Prepaid expenses                                                                  1,000                   -
                                                                           ----------------    ----------------

                                                                           $         14,701    $         26,768
                                                                           ================    ================

                                            LIABILITIES

Current
    Accounts payable and accrued liabilities                               $         20,508    $          6,535
                                                                           ----------------    ----------------

                                        STOCKHOLDERS' EQUITY (DEFICIENCY)

Common stock
        75,000,000  shares authorized, $0.001 par value
         9,515,000  shares outstanding (2004: 9,515,000)                              9,515               9,515
Additional paid in capital                                                           20,985              20,985
Deficit accumulated during the pre-exploration stage                                (36,307)            (10,267)
                                                                           ----------------    ----------------

                                                                                     (5,807)             20,233
                                                                           ----------------    ----------------

                                                                           $         14,701    $         26,768
                                                                           ================    ================
</table>

Nature and Continuance of Operations - Note 1





                             SEE ACCOMPANYING NOTES


<page>

                               DYNAMIC GOLD CORP.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF OPERATIONS
                        for the year ended June 30, 2005,
                    for the period January 21, 2004 (Date of
                   Incorporation) to June 30, 2004 and for the
                 period January 21, 2004 (Date of Incorporation)
                                to June 30, 2005
                             (Stated in US Dollars)



<table>
<caption>
                                                                                   January 21,        January 21,
                                                                                  2004 (Date of      2004 (Date of
                                                                   Year          Incorporation)      Incorporation)
                                                                   ended               to                  to
                                                                 June 30,           June 30,            June 30,
                                                                   2005               2004                2005
                                                                   ----               ----                ----

                                                          <c>               <c>                 <c>
Expenses
    Accounting and audit fees                                $         10,028  $           3,035   $         13,063
    Bank charges                                                          196                 76                272
    Filing fees                                                         2,314                  -              2,314
    Legal fees                                                         13,000              3,500             16,500
    Office and miscellaneous                                              127                156                283
    Mineral property costs                                                375              3,500              3,875
                                                             ----------------  -----------------   ----------------

Net loss for the period                                      $        (26,040) $         (10,267)  $        (36,307)
                                                             ================  =================   ================

Basic and diluted loss per share                             $          (0.00) $           (0.00)
                                                             ================  =================

Weighted average number of shares outstanding                       9,515,000          2,205,528
                                                             ================  =================
</table>




                             SEE ACCOMPANYING NOTES


<page>


                               DYNAMIC GOLD CORP.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
                      for the year ended June 30, 2005 and
          for the periods January 21, 2004 (Date of Incorporation) to
                             June 30, 2005 and 2004
                             (Stated in US Dollars)
                              --------------------


<table>
<caption>
                                                                                January 21, 2004     January 21, 2004
                                                                  Year              (Date of             (Date of
                                                                 ended         Incorporation) to    Incorporation) to
                                                                June 30,            June 30,             June 30,
                                                                  2005                2004                 2005
                                                                  ----                ----                 ----

                                                        <c>                <c>                     <c>
Operating Activities
    Net loss for the period                                $        (26,040)  $        (10,267)        $      (36,307)
    Change in non-cash working capital balances
     related to operations
      Prepaid expenses                                               (1,000)                 -                 (1,000)
      Accounts payable and accrued liabilities                       13,973              6,535                 20,508
                                                           ----------------   ----------------         --------------

Net cash used in operating activities                               (13,067)            (3,732)               (16,799)
                                                           ----------------   ----------------         --------------

Financing Activity
    Capital stock issued                                                  -             30,500                 30,500
                                                           ----------------   ----------------         --------------

Net cash from financing activity                                          -             30,500                 30,500
                                                           ----------------   ----------------         --------------

Increase (decrease) in cash during the period                       (13,067)            26,768                 13,701

Cash, beginning of the period                                        26,768                  -                      -
                                                           ----------------   ----------------         --------------

Cash, end of the period                                    $         13,701   $         26,768         $       13,701
                                                           ================   ================         ==============

Supplemental disclosure of cash flow information: Cash paid for:
      Interest                                             $              -   $              -         $            -
                                                           ================   ================         ==============

      Income taxes                                         $              -   $              -         $            -
                                                           ================   ================         ==============
</table>


                             SEE ACCOMPANYING NOTES


<page>


                               DYNAMIC GOLD CORP.
                        (A Pre-exploration Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                  (DEFICIENCY) for the period January 21, 2004
                    (Date of Incorporation) to June 30, 2005
                             (Stated in US Dollars)


<table>
<caption>
                                                                                             Deficit
                                                                                           Accumulated
                                                Common Stock              Additional        During the
                                      ----------------------------------   Paid-in      Pre-exploration
                                           Number         Par Value         Capital           Stage             Total
                                      ---------------  --------------   --------------  ----------------   --------------

                                    <c>             <c>              <c>             <c>                <c>
Capital stock issued for cash
                        - at $0.001         7,500,000  $        7,500   $            -  $              -   $        7,500
                        - at $0.01          2,000,000           2,000           18,000                 -           20,000
                        - at $0.20             15,000              15            2,985                 -            3,000
Net loss for the period                             -               -                -           (10,267)         (10,267)
                                      ---------------  --------------   --------------  ----------------   --------------

Balance, June 30, 2004                      9,515,000           9,515           20,985           (10,267)          20,233

Net loss for the year                               -               -                -           (26,040)         (26,040)
                                      ---------------  --------------   --------------  ----------------   --------------

Balance, June 30, 2005                      9,515,000  $        9,515   $       20,985  $        (36,307)  $       (5,807)
                                      ===============  ==============   ==============  ================   ===============
</table>



                             SEE ACCOMPANYING NOTES


<page>


                               DYNAMIC GOLD CORP.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                             June 30, 2005 and 2004
                             (Stated in US Dollars)


Note 1        Nature and Continuance of Operations
              ------------------------------------

              The Company was incorporated in the State of Nevada on January 21,
              2004 and is in the pre-exploration stage. The Company has acquired
              a mineral property located in the Province of Ontario,  Canada and
              has not yet  determined  whether this property  contains  reserves
              that are economically  recoverable.  The recoverability of amounts
              from  the  property  will  be  dependent  upon  the  discovery  of
              economically  recoverable reserves,  confirmation of the Company's
              interest in the underlying property, the ability of the Company to
              obtain necessary financing to satisfy the expenditure requirements
              under the property  agreement and to complete the  development  of
              the property and upon future profitable production or proceeds for
              the sale thereof.


              These  financial  statements have been prepared on a going concern
              basis.  As at June  30,  2005,  the  Company  has  yet to  achieve
              profitable operations, has a working capital deficiency of $5,807,
              has  accumulated a deficit of $36,307 since  inception and further
              losses are anticipated in the development of its business,  all of
              which  raise  substantial  doubt  about the  Company's  ability to
              continue  as a going  concern.  Its ability to continue as a going
              concern is  dependent  upon the ability of the Company to generate
              profitable operations in the future and/or to obtain the necessary
              financing  to meet  its  obligations  and  repay  its  liabilities
              arising from normal business  operations when they come due. These
              financial statements do not include any adjustments to the amounts
              and classification of assets and liabilities that may be necessary
              should the Company be unable to continue as a going  concern.  The
              Company anticipates that additional funding will be in the form of
              equity  financing from the sale of common shares.  The Company may
              also seek to obtain  short-term  loans from the  directors  of the
              Company.  There are no  current  arrangements  in place for equity
              funding or short-term loans.

              The Company's fiscal year end is June 30.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------
              The financial  statements  have,  in  management's  opinion,  been
              properly   prepared   within  the  framework  of  the  significant
              accounting policies summarized below:

              Basis of Presentation
              ---------------------
              The  financial  statements  of the Company  have been  prepared in
              accordance with accounting  principles  generally  accepted in the
              United States of America.  Because a precise determination of many
              assets and  liabilities  is  dependent  upon  future  events,  the
              preparation  of  financial  statements  for a  period  necessarily
              involves the use of estimates,  which have been made using careful
              judgement. Actual results may vary from these estimates.


<page>

Dynamic Gold Corp.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
June 30, 2005 and 2004
(Stated in US Dollars) - Page 2
 --------------------

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Pre-exploration Stage Company
              -----------------------------

              The Company  complies with  Financial  Accounting  Standard  Board
              Statement  No.  7  and  The  Securities  and  Exchange  Commission
              Exchange  Act Guide 7 for its  characterization  of the Company as
              pre-exploration stage.


              Mineral Property
              ----------------

              Costs of lease, acquisition,  exploration,  carrying and retaining
              unproven mineral properties are expensed as incurred.

              Environmental Costs
              -------------------
              Environmental  expenditures that relate to current  operations are
              expensed or capitalized as appropriate.  Expenditures  that relate
              to an existing  condition caused by past operations,  and which do
              not  contribute  to  current  or future  revenue  generation,  are
              expensed.  Liabilities are recorded when environmental assessments
              and/or  remedial  efforts  are  probable,  and  the  cost  can  be
              reasonably  estimated.  Generally,  the  timing of these  accruals
              coincides with the earlier of completion of a feasibility study or
              the  Company's  commitments  to a plan of action based on the then
              known facts.

              Foreign Currency Translation
              ----------------------------
              The  Company's   functional   currency  is  Canadian   dollars  as
              substantially  all of the  operations  are in Canada.  The Company
              uses the United States of America dollar as its reporting currency
              for  consistency  with  registrants of the Securities and Exchange
              Commission  ("SEC")  and  in  accordance  with  the  Statement  of
              Financial Accounting ("FAS") No. 52.

              Assets  and  liabilities  denominated  in a foreign  currency  are
              translated  at the  exchange  rate in effect at the  year-end  and
              capital  accounts  are  translated  at  historical  rates.  Income
              statement accounts are translated at the average rates of exchange
              prevailing during the year.  Translation  adjustments from the use
              of different  exchange rates from period to period are included in
              the  Comprehensive  Income  Account in  Stockholders'  Equity,  if
              applicable.

              Transactions  undertaken in currencies  other than the  functional
              currency of the Company are translated  using the exchange rate in
              effect as of the  transaction  date.  Any exchange gains or losses
              are  included  in other  income or expenses  on the  Statement  of
              Operations, if applicable.

<page>


Dynamic Gold Corp.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
June 30, 2005 and 2004
(Stated in US Dollars) - Page 3
 --------------------

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Financial Instruments
              ---------------------

              The  carrying  value  of cash and  accounts  payable  and  accrued
              liabilities  approximates  their fair  value  because of the short
              maturity  of these  instruments.  Unless  otherwise  noted,  it is
              management's   opinion   that  the   Company  is  not  exposed  to
              significant interest,  currency or credit risks arising from these
              financial instruments.

              Income Taxes
              ------------
              The Company uses the assets and liability method of accounting for
              income  taxes  pursuant  to FAS No.  109  "Accounting  for  Income
              Taxes". Under the assets and liability method of FAS 109, deferred
              tax  assts and  liabilities  are  recognized  for the  future  tax
              consequences  attributable  to temporary  differences  between the
              financial  statements  carrying  amounts  of  existing  assets and
              liabilities  and their  respective tax bases.  Deferred tax assets
              and  liabilities  are measured using enacted tax rates expected to
              apply to  taxable  income  in the years in which  those  temporary
              differences are expected to be recovered or settled.

              Basic and Diluted Loss Per Share
              --------------------------------
              The Company  reports basic loss per share in  accordance  with the
              FAS No.  128,  "Earnings  Per  Share".  Basic  loss  per  share is
              computed using the weighted  average number of shares  outstanding
              during the period. Diluted loss per share has not been provided as
              it would be anti-dilutive.

              New Accounting Standards
              ------------------------
              Management does not believe that any recently issued,  but not yet
              effective  accounting  standards if currently adopted could have a
              material effect on the accompanying financial statements.

Note 3        Mineral Property
              ----------------
              Sobeski Lake Gold Property
              --------------------------
              The Company acquired a 100% undivided right, title and interest in
              and to the 24 claim units,  known as Sobeski  Lake Gold  Property,
              located  in the  Red  Lake  Mining  District  in the  province  of
              Ontario, Canada, for a $3,500 cash payment during the period ended
              June 30, 2004.


<page>


Dynamic Gold Corp.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
June 30, 2005 and 2004
(Stated in US Dollars) - Page 4
 --------------------

Note 4        Income Taxes
              ------------
              The  significant  components of the Company's  deferred tax assets
              are as follows:


<table>
<caption>
                                                                                2005                2004
                                                                                ----                ----
             
                                                         <c>                 <c>
             Deferred Tax Assets
               Non-capital loss carryforward                             $          5,446    $          1,540
             Less:  valuation allowance for deferred tax asset                     (5,446)             (1,540)
                                                                         ----------------    ----------------

                                                                         $              -    $              -
                                                                         ================    ================
</table>


              The amount  taken into income as deferred  tax assets must reflect
              that  portion of the income  tax loss  carryforwards  that is more
              likely-than-not to be realized from future operations. The company
              has chosen to provide an allowance  of 100% against all  available
              income tax loss carryforwards, regardless of their time of expiry.

              At June 30, 2005, the Company has accumulated  non-capital  losses
              totalling  $36,307 (2004:  $10,267),  which is available to reduce
              taxable  income in future  taxation  years.  These  losses  expire
              beginning in 2024.


<page>


ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their respective ages as of the date of
this annual report are as follows:

Directors:

Name of Director                 Age
-----------------------         -----
Mr. Tim Coupland                  45
Mr. Brian Game                    41



Executive Officers:

Name of Officer                  Age            Office
---------------------           -----           -------
Tim Coupland                      45            President, Chief
                                                Executive Officer, Principal
                                                Financial Officer, Treasurer  &
                                                director

Brian Game                        41            Secretary & director



Biographical Information

Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.

Mr. Tim Coupland has acted as our President, chief executive officer, Treasurer
and as a director since our incorporation on January 21, 2004.

Mr. Coupland  graduated from Simon Fraser  University in 1983 with a Bachelor of
Arts degree in  geography.  Since 1996,  Mr.  Coupland  has acted as  president,
secretary  and sole  director of T8X Capital  Ltd., a private  British  Columbia
company  involved in public company  structuring and  reorganization,  preparing
business plans and completing due diligence reviews of companies.  From November
1996 to May 1997,  Mr.  Coupland  provided  investor  relations  services to CKD
Ventures Ltd., a British Columbia reporting company involved in mineral property
exploration whose shares traded on the Vancouver Stock Exchange. Since September
2000, he has also acted as President and a director of Alberta Star  Development
Corp. ("Alberta Star"), a reporting issuer in British Columbia,  Alberta and the
United States that is involved in mineral property  exploration and development.
Since  Mr.  Coupland's  involvement  with  the  company,  Alberta  Star has been
involved  in  the  exploration  of  the  Longtom  gold/uranium  property  in the
Northwest  Territories and the Dixie Lake Gold property in Ontario. In excess of
$1,000,000  has been  spent  on the  exploration  of each of  these  properties,
including  multiple  drilling  programs.   Both  of  the  projects  are  in  the
exploration stage and contain no reserves.

Mr. Coupland will devote approximately 12 hours of  his   business   time to our
affairs each week.

Mr. Coupland does not possess any professional or technical credentials relating
to mineral exploration, mine development or mining.

                                       16
<page>

Mr. Brian Game has acted as our secretary and as a director since our
incorporation on January 21, 2004.

Mr. Game obtained a Bachelor of Science degree in Geology from the University of
British Columbia in 1985. Mr. Game has worked  as a   self-employed   geological
consultant since 1988 and is a Fellow of  the   Geological Association of Canada
and a registered professional geologist   with   the Association of Professional
Engineers and Geoscientists of British Columbia.

Mr. Game will devote approximately ten hours of his business time to our affairs
each week.

Conflict of Interest

Both of our directors are involved in non-company business ventures that involve
mineral  properties  and  exploration.  As our present  business plan is focused
entirely on the  Sobeski  Lake Gold  property,  there is no  expectation  of any
conflict  between our business  interests and those of our  directors.  However,
possible  conflicts  may arise in the future if we seek to acquire  interests in
additional mineral properties.

Our bylaws  provide  that each  officer who holds  another  office or  possesses
property whereby,  whether directly or indirectly,  duties or interests might be
created in  conflict  with his duties or  interests  as our  officer  shall,  in
writing, disclose to the president the fact and the nature, character and extent
of the conflict and abstain from voting with respect to any  resolution in which
the officer has a personal interest.  For example, if we propose to enter into a
transaction in which our president, Tim Coupland, has a direct interest, he must
disclose this interest to our other  director,  Brian Game, at the board meeting
to consider the  transaction.  Mr. Coupland must then abstain from voting on the
resolution to approve the transaction.  Accordingly,  in order for us to approve
the transaction, Mr. Game would have to approve it. In making this decision, Mr.
Game is required to act in the best interests of shareholders.

Term of Office

Our  directors  are  appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed
from office in  accordance  with our bylaws.  Our officers are  appointed by our
board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the officers and directors described
above.

ITEM 10:  EXECUTIVE COMPENSATION

The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period ended June 30, 2005.

                                       17
<page>
                         Annual Compensation

                                Other Restricted Options/ LTIP Other
                                        Stock  * SARs  payouts Comp
Name    Title  Year Salary Bonus Comp. Awarded    (#)     ($)
-----------------------------------------------------------------------
Tim      Pres., 2005  $0     0      0     0       0        0     0
Coupland CEO, Treasurer,
         Principal Financial
         Officer & Dir.

Brian    Sec.,  2005  $0     0      0     0       0        0     0
Game     & Dir.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than 10% shareholders are required
by SEC  regulation  to furnish us with  copies of all  Section  16(a) forms they
file.  Based on our review of the copies of such forms we  received,  we believe
that during the fiscal  year ended June 30,  2005 all such  filing  requirements
applicable to our officers and  directors  were  complied  with  exception  that
reports were filed late by the following persons:

                                         Number   Transactions  Known Failures
                                        Of late    Not Timely    To File a
Name and principal position             Reports    Reported    Required Form
-----------------------------         ----------- ------------ ----------------
Tim Coupland                                0          0               1
(President, C.E.O., Treasurer and Director)
Brian Game                                  0          0               1
(Secretary and Director)


ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table provides the names and addresses of each person known to us
to own  more  than 5% of our  outstanding  common  stock  as of the date of this
annual report,  and by the officers and directors,  individually and as a group.
Except as otherwise indicated, all shares are owned directly.

Title of      Name and address                  beneficial     Percent
Class         of beneficial owner               ownership      of class
--------------------------------------------------------------------------------

Common         Tim Coupland                     3,500,000       36.78%
Stock          President, Chief
               Executive Officer,
               Principal Financial Officer,
               Treasurer and Director
               675 West Hastings St. Suite 200
               Vancouver, BC V6B 1N2
               Canada

Common         Brian Game                       1,500,000       15.76%
Stock          Secretary
               and Director
               675 West Hastings St. Suite 200
               Vancouver, BC V6B 1N2
               Canada

Common         Robert Fedun                       500,000        5.25%
Stock          193 Aquarius Mews
               Suite 2901
               Vancouver, BC V6Z 2Z2
               Canada

Common         Dr. Douglas Coupland                500,000        5.25%
Stock          586 Barnham Place
               West Vancouver, BC V7S 1T7
               Canada

                                       18
<page>

Common         David Lorne                        500,000        5.25%
Stock          1184 Denman St.
               Suite 101
               Vancouver, BC V6G 2M9
               Canada

Common         Mark Foreman                       500,000        5.25%
Stock          2531 Borden Cres.
               Prince George, BC V2L 2X4
               Canada

Common         Larry Ilich                        500,000        5.25%
               1635 53 A St.
               Delta, BC V4M 3G3
               Canada

Common         All Officers and Directors       5,000,000       52.54%
Stock          as a Group that consists of        shares
               two people

The percent of class is based on  9,515,000  shares of common  stock  issued and
outstanding as of the date of this annual report.

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the  following  parties has,  during the fiscal year ended  December 31,
2005, had any material interest,  direct or indirect, in any transaction with us
or in any presently proposed transaction that has or will materially affect us:

  *  Any of our directors or officers;
  *  Any person  proposed as a nominee for  election as a director;
  *  Any person  who beneficially owns, directly or indirectly, shares
     carrying more than 10% of the voting rights attached to our
     outstanding shares of common stock;
  *  Any of our promoters;
  *  Any  relative  or spouse of any of the  foregoing  persons who has the same
     house as such person.


ITEM 13:  EXHIBITS AND REPORTS

Exhibits

   3.1*    Articles of Incorporation
   3.2*    Bylaws
  10.1*    Mineral Property Bill of Sale
  23.2**   Consent of Erik A. Ostensoe with consent to use
  31.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  99.1**   Claims location map


* filed as exhibits to our registration statement on Form SB-2 dated October 19,
  2004.

** filed as exhibits to our  registration  statement on Form SB-2 dated December
   9, 2004.

                                       19
<page>

Reports on Form 8-K

We did not file any reports on Form 8-K during the last quarter of fiscal 2005.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our current  principal  accountants,  Morgan & Company,  Chartered  Accountants,
billed  the  following  fees  for the  services  indicated  during  our two most
recently completed fiscal years.


                                Fiscal year ended          Fiscal period ended
                                  June 30, 2005               June 30, 2004

Audit fees                           $4,293                      $2,500
Audit-related fees                      Nil                         Nil
Tax fees                                Nil                         Nil
All other fees                       $3,983                         Nil

Audit  fees  consist  of fees  related  to  professional  services  rendered  in
connection with the audit of our annual financial statements,  the review of the
financial statements included in each of our quarterly reports on Form 10-QSB.

Our  policy  is to  pre-approve  all audit and  permissible  non-audit  services
performed by the  independent  accountants.  These  services  may include  audit
services,  audit-related  services,  tax services and other services.  Under our
audit  committee's  policy,  pre-approval  is generally  provided for particular
services or categories of services,  including planned  services,  project based
services and routine  consultations.  In addition,  the audit committee may also
pre-approve  particular  services  on a  case-by-case  basis.  We  approved  all
services that our independent  accountants provided to us in the past two fiscal
years.

SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

DYNAMIC GOLD INC.


By          /s/ Tim Coupland
            -----------------
            Tim Coupland
            President, CEO
            Treasurer & Director
            Date: September 28, 2005

In  accordance  with the  Securities  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.

By          /s/ Tim Coupland
            Tim Coupland
            President, CEO
            Treasurer & Director
            Date: September 28, 2005


By          /s/ Brian Game
            Brian Game
            Secretary and Director
            Date: September 28, 2005


                                       20