UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                AMENDMENT NO. 1

(Mark One)

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

                  For the fiscal year ended December 31, 2004

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

                  For the transition period from              to
                                                  -----------    -------------

                        Commission file number 000-50399

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
        ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               NEVADA                                    86-1066675
  (State or other jurisdiction of           (IRS Employer Identification No.)
   incorporation or organization)

             One East Liberty Street, 6th Floor, Suite 9 Reno, Nevada 89504
             --------------------------------------------------------------
                    (Address of principal executive offices)

                                 (775) 686-6081
                         -------------------------------
                         (Registrant's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

Securities registered under Section 12(g) of the Exchange Act:

                    COMMON STOCK, $.001 PAR VALUE PER SHARE

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

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

     The  issuer's  revenues  for the most recent fiscal year ended December 31,
2004  were  $0.

     The  aggregate  market  value  of the issuer's voting and non-voting common
equity  held  by non-affiliates computed by reference to the average bid and ask
price of such common equity as of April 11, 2005, was approximately $11,387,200.

     As  of  April  15,  2005  the issuer had 41,030,000 shares of common stock,
$.001  par  value  per  share  outstanding.

Documents Incorporated by Reference: NONE

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>

                                TABLE OF CONTENTS

ITEM 1.     DESCRIPTION OF BUSINESS                                            4
ITEM 2.     DESCRIPTION OF PROPERTY                                            9
ITEM 3.     LEGAL PROCEEDINGS.                                                10
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.              11
ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.         11
ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.        14
ITEM 7.     FINANCIAL STATEMENTS.                                             25
ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE.                            42
ITEM 8A.    CONTROLS AND PROCEDURES.                                          42
ITEM 8B.    OTHER INFORMATION.                                                42
ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.              43
ITEM 10.    EXECUTIVE COMPENSATION.                                           46
ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
               AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                48
ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                   49
ITEM 13.    EXHIBITS.                                                         50
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.                           51
SIGNATURES                                                                    52

<PAGE>

                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     This  section  and  other  parts  of  this  report  contain forward-looking
statements  that are, by their nature, subject to risks and uncertainties. These
forward-looking  statements  include, without limitation, statements relating to
our  company's  operations,  economic  performance, financial condition, growth,
investments, and operation plans. Any such statements that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the  generality  of  the foregoing, words such as "believe", "expect", "intend",
"anticipate",  "may",  "should", "expects", "plans", "anticipates", "estimates",
"predicts",  "potential",  "continue",  "projects"  or  the  negative  or  other
variations  or  comparable  terminology  or  derivatives  thereof  denote
forward-looking  statements.  These statements are only predictions and by their
nature involve substantial risks and uncertainties, many of which are beyond our
control.  Thus,  actual results may differ materially from those expressed in or
implied  by  such  forward-looking  statements.  Factors that could cause actual
results to differ materially include, but are not limited to, those discussed in
"Item  6.  Management's Discussion and Analysis or Plan of Operation," under the
heading  "Risk  Factors." Although we believe that the expectations reflected in
the  forward-looking  statements  are  reasonable,  we  cannot  guarantee future
results,  levels  of  activity,  performance  or  achievements.  We are under no
obligation  to  publicly update any of the forward-looking statements to reflect
events  or  circumstances  after the date hereof or to reflect the occurrence of
unanticipated  events.

BUSINESS DEVELOPMENT

     The  Company was originally incorporated in Nevada as Hudson Ventures, Inc.
on  November  30, 2001.  The Company has been in the exploration stage since its
formation  and  has  not  yet realized any revenues from its planned operations.

     In  April  2004,  the  Company completed a 10 to 1 forward stock split (the
"Stock  Split").  The effects of the forward stock split have been retroactively
reflected  in  this  report  unless  otherwise  stated.

     Prior  to  the Acquisition (discussed below), the Company either terminated
or  allowed its option agreements to expire on certain properties located in the
Yukon  Territories  in  Canada.

     On  September  9,  2004, the Company completed a reverse merger transaction
with  Battle  Mountain Gold Exploration, Inc. ("Battle Mountain") and the Battle
Mountain  shareholders.  The transaction is referred to herein as the "Exchange"
or  the  "Acquisition."  Pursuant  to  the  Acquisition,  the  Company  acquired
11,640,000  shares  of common stock (or 100%) of Battle Mountain in exchange for
an  aggregate of 11,640,000 newly issued treasury shares of the Company's common
stock.

     The  Company  is  a  holding  company  for  Battle Mountain. Through Battle
Mountain,  the  Company  will continue to be engaged in the business of minerals
exploration,  but  with  an emphasis on gold exploration in the State of Nevada.
Except  as  expressly  indicated  or  unless the context otherwise requires, the
"Company,"  "we," "our," or "us" means Battle Mountain Gold Exploration Corp., a
Nevada  corporation, and its subsidiary, Battle Mountain Gold Exploration, Inc.,
also  a  Nevada  corporation.

                                        4
<PAGE>

     In  connection  with  the  Exchange, James E. McKay, Ken Tullar and Wade A.
Hodges  executed  stock purchase agreements to purchase 3,700,000, 1,900,000 and
1,900,000  shares,  respectively,  or  an  aggregate of 7,500,000 shares, of the
Company's  common  stock  from  Nikoloas  Bekropoulos,  a former Director of the
Company.  Additionally  Bug  River  Trading Corp. ("Bug River"), Mark Kucher and
Paul  Taufen executed stock purchase agreements to purchase 2,000,000, 1,000,000
and  500,000  shares,  respectively, or an aggregate of 3,500,000, shares of the
Company's  common  stock  from Dana Neill Upton, the Company's former President,
Secretary,  Treasurer  and Director.  Mark Kucher is our Chief Financial Officer
and  is  also  the  beneficial  owner  of  the  shares  purchased  by Bug River.

     Battle Mountain was incorporated in the State of Nevada on January 7, 2004.
Battle  Mountain is a mineral exploration company. Battle Mountain's exploration
efforts  are  primarily  focused  on  gold  in  the  State  of  Nevada.

     Battle  Mountain's  Joint  Venture  with  NGXS  to  Form  Pediment
     ------------------------------------------------------------------

     Prior  to  the  Company  acquiring  Battle  Mountain,  in June 2004, Battle
Mountain  entered  into a joint venture that includes a Members Agreement and an
Operating  Agreement  (the  "Joint  Venture")  with  Nevada  Gold  Exploration
Solutions,  L.L.C.,  a Nevada limited liability company ("NGXS"), to explore the
Nevada  great  basin  physiographic  area  using  a  proprietary water chemistry
database  developed  by  NGXS.  The  Operating Agreement was amended in February
2005, as discussed below under the heading "Subsequent Events." Certain terms of
such  amendment  that  are  applicable  to this heading "Battle Mountain's Joint
Venture  with  NGXS  to  Form Pediment" are incorporated herein. Pursuant to the
agreements,  Battle  Mountain  agreed  to  fund  an aggregate of $3,250,000 (the
"Initial  Contribution")  for an exploration program (the "Exploration Program")
in  connection with an opportunity to earn up to a 70% interest in Pediment Gold
LLC,  a  newly  created Nevada limited liability company ("Pediment") engaged in
gold  exploration  in  the  Nevada  great  basin  physiographical  area  using a
proprietary  water  chemistry  database  developed  by NGXS. Kenneth Tullar, the
President  and  a 20% owner of NGXS, is also the beneficial owner of 5.6% of the
Company's  common stock. Wade A. Hodges, a 40% owner of NGXS, is also a Director
of  the  Company and the beneficial owner of 5.8% of the Company's common stock.
As discussed below under the heading "Item 12. Certain Relationships and Related
Party  Transactions,"  Mr.  Tullar  and  Mr.  Hodges each receive a flat rate of
$8,000  per  month  per  person  from Pediment for services that they provide to
Pediment  as  well  as  reimbursement of their actual expenses, and for each day
that  they  work  in  the  field,  a  per  diem  of  $125  per  day.

                                        5
<PAGE>

     In August 2004, Battle Mountain and NGXS amended the timing of the payments
toward  the  Initial  Contribution. As of December 31, 2004, Battle Mountain had
paid  an accumulated total of $425,000 toward the Initial Contribution, of which
$325,000  is  a  non-refundable  deposit(the "Deposit"). In January 2005, Battle
Mountain paid an aggregate of $740,000 of additional payments toward the Initial
Contribution.  Battle Mountain has not yet earned an interest in Pediment. Under
the Operating Agreement, as amended, Battle Mountain will earn a 50% interest in
Pediment after Pediment expends the Deposit and the $840,000 (or an aggregate of
$1,165,000).  The  remainder of the Initial Contribution, as amended, is payable
as  follows: 1) $385,000 due on July 1, 2005, the expenditure of which will give
Battle Mountain a 55% interest in Pediment; 2) $385,000 due on November 1, 2005,
the  expenditure  of which will give Battle Mountain a 60% interest in Pediment;
and  3)  $1,315,000  due  on  April  1, 2006, the expenditure of which will give
Battle  Mountain  a  70%  interest  in  Pediment.  In determining whether Battle
Mountain  has funded the Exploration Program and earned an interest in Pediment,
the  following  costs  will  be  included:  property  acquisition costs, rentals
royalties  and  other  payments  necessary  to  acquire  and  maintain  title to
property;  salaries,  wages,  employee  benefits  and  taxes thereon; materials,
equipment  and  supplies;  reasonable  transportation;  contract  services  and
utilities;  insurance  premiums;  damages  or  losses  in  excess  of  insurance
proceeds;  legal  and  regulatory costs and expenses; the cost of annual audits;
taxes;  overhead;  costs of reasonably anticipated environmental compliance; and
any other reasonable direct expenditures for the necessary and proper conduct of
operations  (collectively,  the  "Expenditures"). Battle Mountain needs to raise
capital  to  complete  the  Initial  Contribution.

     NGXS  will  be  the manager of Pediment until Battle Mountain completes the
Initial  Contribution,  at  which  time  Battle  Mountain will have the right to
appoint  the  manager.  If  Battle  Mountain completes the Initial Contribution,
Battle  Mountain  will  own  70%,  and  NGXS  will  own  30%, of Pediment. NGXS'
participation  will be on a carried basis. NGXS will not be required to fund the
ongoing  costs  of  additional exploration. If Battle Mountain does not complete
the Initial Contribution, any interest in Pediment that Battle Mountain may earn
will  be diluted based on total expenditures made on properties by third parties
and  NGXS.  If  Battle  Mountain's  interest  is  diluted to 25% or less, Battle
Mountain's  interest  will  be converted to a 1.25% net smelter royalty from the
production  of  minerals  from  the  properties  owned  by  Pediment.

     Pursuant  to the amendment to the Operating Agreement, the Hot Pots Project
and  Fletcher  Junction  Project  (discussed  below)  will  become the sole site
specific project obligations between the Company and NGXS under Pediment. Battle
Mountain  received  an  accelerated  vested  50%  interest  in both the Hot Pots
Project and the Fletcher Junction Project. Battle Mountain will continue to earn
its  interest  in  Pediment  based  on  Battle Mountain's scheduled payment, and
Pediment's  subsequent  expenditure,  of  the  Initial Contribution as set forth
above.  Costs  incurred  relative to either the Hot Pots Project or the Fletcher
Junction  Project  will apply toward Battle Mountain's earn-in of an interest in
Pediment  and the specific project for which costs are made. Costs incurred that
do  not  relate  to either the Hot Pots Project or the Fletcher Junction Project
will  only  apply  toward  Battle Mountain's earn-in of an interest in Pediment.
Once  Battle  Mountain  has completed the Initial Contribution, the Company will
have  the  option  to earn an additional 10% interest in the Hot Pots Project or
the  Fletcher  Junction  Project  by  funding  $750,000  of  additional work per
property.

     The  Hot  Pots  Project
     -----------------------

Pediment's Lease with Tomera Ranches.
------------------------------------

     In September 2004, Julian Tomera Ranches,  Inc.,  Battle  Mountain Division
("Tomera Ranches")  entered  into a ten-year mining lease  (the  "Tomera Lease")
with  Pediment covering approximately 2,225 acres of land  in  Humboldt  County,
Nevada.  The  Tomera  Lease is part of the Hot Pots Project.  Retention  of  the
Tomera Lease is predicated on an initial payment of $25,000 (which Pediment paid
in September 2004), and subsequent annual payments of $15,000 per year for three
years,  and $20,000 per year thereafter.  In addition,  Pediment  is required to
pay Tomera Ranches a royalty of 3% of Net Smelter  Returns  from  production, if
any, from the land covered by the Tomera Lease.

                                        6
<PAGE>

     Pediment's  Letter  Agreement  with  Placer Dome.
     -------------------------------------------------

     In  October 2004, Pediment entered  into  a  binding  letter agreement (the
"Letter Agreement") with Placer Dome  U.S.  Inc. ("Placer Dome") for exploration
and development during the three-year  period  beginning  on  October  21,  2004
(the  "Earn-In  Period") on unpatented  mining  claims  owned by Placer Dome and
located in Humboldt County, Nevada  (the  "Placer Dome Claims"). The Placer Dome
Claims are part of the Hot Pots  Project  and the land on which they are located
is  adjacent  to  the  land covered  by the Tomera Lease. Pursuant to the Letter
Agreement, Pediment has the right  to  earn a 70% interest in, and to enter into
a joint venture agreement covering,  the  Placer  Dome  Claims. Retention of the
Letter  Agreement  is predicated on an initial payment of $3,000 (which Pediment
paid in October 2004),  and  an  obligation  to incur an aggregate of $1 million
of  work  expenditures  on  the  Placer Dome Claims during the Earn-In Period as
follows: 1) $50,000  during the period from October 21, 2004 through October 21,
2005; 2) $250,000  during  the  period from October 21, 2005 through October 21,
2006; and 3)  $700,000  during  the period from October 21, 2006 through October
21, 2007.  Pediment  may  acquire  an  undivided 70% interest in the Placer Dome
Claims  after incurring  the  full  amount of the work expenditures. If Pediment
acquires  such interest,  Pediment  is  obligated  to enter into a joint venture
agreement with Placer Dome covering future activities on the Placer Dome Claims.
Pediment's interest  in  the Placer Dome Claims will be subject to Placer Dome's
right  to  earn  an  additional  40%  interest upon the payment of $3 million to
Pediment or to convert  its  30% interest into an interest in 5% of net returns.
In order to retain  the  Letter  Agreement,  Pediment must pay all federal claim
maintenance fees  (or  perform  sufficient assessment work) required to maintain
the Placer Dome  Claims,  and timely make all filings and recordings required in
connection therewith  (collectively  "Annual  Maintenance").  During the Earn-In
Period,  Pediment  is also responsible for timely payment of all taxes levied or
assessed  upon  or  against  the  Placer  Dome  Claims  and  any  facilities  or
improvements  located thereon. Pediment may, at any time in its sole discretion,
terminate the Letter Agreement in its entirety or with respect to any portion of
the  Placer  Dome  Claims. If Pediment terminates the Letter Agreement, Pediment
will have no further obligations other than those related to indemnifying Placer
Dome against losses related to misrepresentation of Pediment or any exploration,
development  or  related  work  conducted by Pediment on the Placer Dome Claims,
reclaiming the surface  of  the  Placer  Dome Claims, and performing remediation
work as to the subsurface  of the Placer Dome Claims. If such termination occurs
prior to June 1,  2005, or after June 1 of any other year, Pediment will also be
obligated  to  perform  Annual  Maintenance for the assessment year beginning on
September 1 of the  year  of  termination.

     The  Fletcher  Junction  Project
     --------------------------------

     Pediment has staked 342 unpatented mining claims in Mineral County, Nevada,
which  claims  we  refer  to  as  the  "Fletcher  Junction  Project."


                                        7
<PAGE>

     Subsequent  Events
     ------------------

     Amended  Operating Agreement of Pediment.
     ----------------------------------------

     On February 24, 2005, the Company and  NGXS amended the operating agreement
regarding  Pediment (the "Amended  Operating  Agreement").  Except  for  changes
made  in  the Amended Operating Agreement, Members continue on and the Operating
Agreement  remains  effective  for  all  other  terms  and  conditions.  NGXS
acknowledged that the Company, by agreeing to the terms of the Amended Operating
Agreement  cured a default under the Operating Agreement that was set forth in a
notice  of  default  dated  February  11,  2005  (the  "Notice  of Default"). By
returning approximately $704,000 to Pediment and disbursing those funds pursuant
to the Authority for Expenditure Procedure as  provided in the Amended Operating
Agreement, the Company cured a claim of breach  that  was  set forth in a letter
dated  February 17, 2005 (the "Notice of Breach").  The  Company  disclosed  the
facts  and circumstances concerning the Notice  of  Default  and  the  Notice of
Breach  in  a Form 8-K filed with the Commission  on February 18, 2005. Pursuant
to  the  Amended Operating Agreement, The  Hot  Pots  Project  and  the Fletcher
Junction  Project  became the sole site specific project obligations between the
Company and NGXS under Pediment. Battle Mountain  received an accelerated vested
50%  interest  in both the Hot Pots Project  and the Fletcher Junction  Project.
Under the Amended Operating Agreement, the Company is required, on an individual
property basis, to spend $500,000  on  the technical evaluation of each property
(assuming  the project moves through the Discovery Drilling Stage) within twelve
months of commencement of  the  first drilling program to earn a 70% interest in
the  project  and  become Operator,  with NGXS being carried for a 30% interest,
subject to permitting and drill  rig  availability.  The  $500,000  to  be spent
on each property reflects deductions  for expenditures of approximately $310,000
made  to  the  date of the Amended Operating Agreement for the Field Examination
Stage.  Costs  spent  on  each  property  during the Land Acquisition Stage, all
expenditures of the $500,000 on each  property, discussed above, and third-party
farm  out  budgets  will  count towards  the  Company's  earn-in in the specific
project  for  which  the  costs  are  being  spent  and in Pediment. The amended
operating agreement also provides for the establishment of a savings account for
Battle  Mountain  and  specific  controls regarding  such  savings  account  and
Pediment's  bank account, which controls establish  the instances in which funds
may be transferred into, out of and between the accounts. NGXS agreed to forgo a
3%  fee  for  management  of  Pediment.  All  of  Pediment's activities that are
conducted  by  Kenneth N. Tullar or Wade A. Hodges  will  be  billed directly to
Pediment at a flat rate of $8,000 per month per person plus actual expenses. The
Company  disclosed  these  and  other  material  terms  of the Amended Operating
Agreement in a Form 8-K filed with the Commission on  February  28,  2005.

DESCRIPTION  OF  THE  PRINCIPAL  PRODUCTS  AND  SERVICES

     The Company currently does not offer any products or services. In the event
that  the  Company  discovers  economic  deposits  of gold or other minerals, it
intends  to  either  sell  the  deposits  or,  depending  on  the  specific
characteristics  of each discovery, conduct its own mining operations to extract
the  gold  or  other  minerals  for  future  sale.

     Ground  Water  Chemistry
     ------------------------

     The primary gold exploration efforts will be driven by the application of a
hydro-geochemical  testing  program  to evaluate ground water chemistry that can
identify  the  presence  of  gold  and  associated  minerals  and  elements  in
gravel-covered  pediment  locations, most of which have not been tested. Testing
in this manner can measure the presence of gold and its associated minerals down
to  the  parts  per  trillion. Pediment will conduct this testing as part of the
program  initially  targeting  Nevada's  gravel-covered  pediments.

     As ground water interacts with rock, it picks up a "scent" of the rocks the
water  passes  through. If the ground water encounters gold ore or geochemically
altered  rocks  associated  with  gold,  distinctive  water  chemical signatures
result.  These  "signatures"  form  plumes  considerably  larger  than  the gold
deposits themselves, and present a down-slope deposit "footprint" that indicates
mineralization  is  nearby. Once recognized, this water chemistry "scent" can be
used  to  back  track to the source gold deposit, especially when the deposit is
hidden  by  gravels  and  not exposed at the surface. Ground Water Chemistry can
provide  a  direct  indication of the presence of a gravel-covered, gold-bearing
system.  The  Company  believes  that  Ground  Water  Chemistry  will  provide a
powerful,  simple  and  direct exploration methodology within Nevada's basin and
range.

                                        8
<PAGE>

COMPETITIVE BUSINESS CONDITIONS

     The  mineral  industry  is  intensely  competitive  in  all  of its phases.
Worldwide,  the  competitive  business  environment  for minerals exploration is
variable  and  dependent  upon  geographic  location,  political  and regulatory
environments,  technology applications, and the specific mineral commodity being
sought.

COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES

     NGXS  granted Battle Mountain a limited, exclusive license to use the NGXS'
proprietary  data reduction and orientation processes for NGXS' GIS database for
the  State of Nevada and NGXS' proprietary water sampling protocol.  The Company
does  not  otherwise  own,  or  hold  any  licenses to, any copyrights, patents,
trademarks  or  other  types  of  intellectual  property.

NEED FOR GOVERNMENT APPROVAL AND THE EFFECTS OF REGULATIONS

     In  some jurisdictions, government regulations require permits and, in some
cases,  reclamation  bonding.  The  details  of such permits and the size of the
bonds  are  related  to the location of the property and size of the anticipated
exploration-related surface disturbance.  The effect of these regulations on the
Company  will  include  the cost of obtaining permits, posting reclamation bonds
(if required), and completing environmental restoration work if a property is to
be  abandoned.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

     The  costs  and  effects  of  compliance  with  environmental  laws vary in
different  jurisdictions  and  countries.  In  general, the Company will have to
obtain  permits  prior to construction of vehicle access trails and drill sites.
In  addition,  the Company will be required to perform environmental reclamation
of  these  disturbances  if  the  property  is  to  be  abandoned.

EMPLOYEES

       The  Company  has two (2) employees, both of whom are employed on a full-
time  basis.  The Company intends to use independent contractors on an as-needed
basis  to  assist it in conducting its  operating activities.

ITEM 2.     DESCRIPTION OF PROPERTY

CORPORATE HEADQUARTERS

The  Company currently has a one-year lease for approximately 165 square feet of
office space in Reno, Nevada that expires April 30, 2005.  The Company pays $960
per  month  for  the  office space consisting of monthly base rent of $850 and a
monthly  charge  for  telephones  and  DSL  Internet  service  of  $110.

                                        9
<PAGE>

MINING OPERATIONS DISCLOSURE

     The  Company  is an exploration stage company in search of mineral deposits
with an emphasis on gold exploration in the State of Nevada.  The Company has no
proven  or  probable reserves.  The Company has earned an accelerated vested 50%
interest in the Hot Pots Project and the Fletcher Junction Project.  Pursuant to
the  Joint  Venture, the Company has an opportunity to earn up to a 70% interest
in  Pediment.  The  Company has paid $1,165,000 towards the Initial Contribution
in Pediment, but will not own an interest in Pediment until Pediment spends such
funds.  As  of the filing of this report, the Company believes that Pediment has
spent  approximately  $449,000;  however  we  have not audited Pediment, the Hot
Pots  Project  or the Fletcher Junction Project, which audits we may be required
to  perform  and  publicly  disclose  in our filings.  Pursuant to the Operating
Agreement, as amended, the  Company  will  earn a 50% interest in Pediment after
Pediment spends the remaining  $716,000.

The  Hot  Pots  Project  and  the  Fletcher  Junction  Project  are  both in the
exploration stage as they are without known reserves and the proposed program is
exploratory  in nature.  The work to date has included surface field examination
and  surface  and  subsurface  (from  water  wells)  water sampling. The program
includes  soil  sampling and geophysical surveys.  Exploration drilling began on
the  Hot  Pots  Project  in  March  2005.  There has not been, and there are no,
plant,  equipment or surface disturbances on the Fletcher Junction Project.  The
exploration  planning  and  current exploration efforts are based on the earlier
identification  of  anomalous  mineral  concentrations  in the subsurface ground
water.  There  are  no  reports  concerning  either  the Hot Pots Project or the
Fletcher  Junction  Project.

     The  Hot  Pots Project consists of two adjacent properties held by Pediment
under  the  Tomera Lease and the Letter Agreement, discussed above. The Hot Pots
Project  is  located in Humboldt County, in north-central Nevada. The properties
are  accessible  by  dirt  roads.  The  Company  is  not aware of any history of
previous  mining operations or exploration activities on the property covered by
the Tomera Lease.  While there has been some limited exploration drilling, there
is  no  history  of  previous  mining  operations on the property covered by the
Letter  Agreement.  The  Tomera  Ranch  property  is an active, operating cattle
ranch.  The  property  covered  by  the  Letter Agreement is unimproved, natural
range land.  The entire area of the Hot Pots Project is overlain by geologically
recent  gravels,  believed  to  be  several  hundred  feet  thick.  Pediment  is
presently  negotiating for two additional properties, both of which are adjacent
to  the  Hot  Pots  Project.

     The  Fletcher  Junction Project consists of 342 unpatented mining claims in
Mineral  County,  west-central  Nevada.  The  area  is  accessible  by improved,
county-maintained  dirt  road.  Field observation indicates that there have been
no recent or historical mining operations in the area.  The Company is not aware
of  any  history  of  previous  exploration  activity.  The  area  is  natural,
unimproved  open  range  and  hilly land.   The area is overlain by geologically
recent  gravels  and  volcanic  basalt  flows.

ITEM 3.     LEGAL PROCEEDINGS.

     The Company is not a party to, and its property is not the subject of, any
pending legal proceeding.


                                       10
<PAGE>

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

     We  did  not  submit  any  matters to a vote of security holders during the
fourth  quarter  of  2004.

                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     "Bid"  and  "asked"  offers  for  our  common  stock  are  listed  on  the
over-the-counter  Bulletin  Board  (the  "OTCBB").  The  trading  symbol for our
common  stock  was  "HDSV"  and  was  changed  to  "BMGX" in connection with the
Company's  name change that took effect on April 27, 2004.  The Company's common
stock  was  first  traded  on  October  7,  2004.

     The  following  table sets forth the high and low bid prices for our common
stock for the period indicated as reported on the OTCBB.  The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent  actual  transactions.

2004                               HIGH BID      LOW BID
                                   --------     --------
October 7, 2004 - December 31,
2004 (First Available)                $1.45        $0.88

     As  of  April  15, 2005, the Company had 35 holders of record of the common
stock.  The  number  of holders of the common stock includes nominees of various
depository  trust  accounts  for  an  undeterminable  number  of  individual
stockholders.

DIVIDEND POLICY

     We  have not declared or paid dividends on our common stock in the last two
fiscal  years.  We do not anticipate paying dividends on our common stock in the
foreseeable  future.  We intend to reinvest in our business operations any funds
that  could  be  used  to  pay  dividends.

PENNY STOCK

     The  Company's  common  stock  is  considered a "penny stock" as defined in
certain  rules  under  the Securities Exchange Act of 1934 (the "Exchange Act").
In  general,  a  security which is not quoted on NASDAQ or has a market price of
less than $5 per share where the issuer does not have in excess of $2,000,000 in
net  tangible  assets  is considered a penny stock.  The Commission's Rule 15g-9
regarding  penny  stocks  imposes  additional  sales  practice  requirements  on
broker-dealers  who  sell  such  securities  to  persons  other than established
customers  and  accredited investors (generally persons with net worth in excess
of  $1,000,000  or  an annual income exceeding $200,000 or $300,000 jointly with
their  spouse).  For  transactions  covered by the rules, the broker-dealer must
make  a  special  suitability  determination  for  the purchaser and receive the
purchaser's  written  agreement to the transaction prior to the sale.  Thus, the
rules  affect the ability of broker-dealers to sell our common stock should they
wish  to  do so because of the adverse effect that the rules have upon liquidity
of  penny  stocks.  Unless  the transaction is exempt under the rules, under the
Securities  Enforcement  Remedies  and  Penny  Stock  Reform  Act  of  1990,
broker-dealers  effecting  customer transactions in penny stocks are required to
provide  their customers with (i) a risk disclosure document; (ii) disclosure of
current  bid  and ask quotations if any; (iii) disclosure of the compensation of
the  broker-dealer  and its sales personnel in the transaction; and (iv) monthly
account  statements  showing  the  market  value of each penny stock held in the
customer's  account.   In  addition,  various  state  securities  laws  impose
restrictions  on  transferring  "penny  stocks".

                                       11
<PAGE>

EQUITY COMPENSATION PLAN

<TABLE>
<CAPTION>

                      EQUITY COMPENSATION PLAN INFORMATION
                      ------------------------------------

                                                                         Number of securities remaining
                                                                         available for future issuance
                            Number  of  securities   Weighted-average    under equity compensation plans
                            to be issued upon        exercise price of   (excluding securities to be
                            exercise  of             outstanding         issued upon exercise of
                            outstanding options,     options, warrants   outstanding options, warrants
Plan Category               warrants and rights      and rights          and rights)
-------------               -------------------     ------------------   --------------------------------
<S>                              <C>                       <C>                            <C>

2004-2005 Non-Qualified
Stock Option Plan           1,000,000(1)              $  0.99(2)          2,500,000

<FN>

(1)  Only includes options granted as of December 31, 2004, to James E. McKay and Mark D. Kucher.
(2)  In  April  2005,  the  Company  re-priced  the securities to provide for an
     exercise  price  of  $0.40  per  share.

</TABLE>

RECENT SALES OF UNREGISTERED SECURITIES

     The  Company has issued the following securities without registration under
the Securities Act of 1933 (the "Act" or the "Securities Act") during the period
covered  by  this  report:

     In  December  2001,  the Company issued an aggregate of 1,500,000 shares of
common  stock to Dana Neill Upton, the Company's former President, Secretary and
Treasurer,  and  Nikoloas  Bekropoulos, a former Director in exchange for $1,500
(or $.001 per share). The Company claims an exemption from registration afforded
by  Section  4(2)  of  the  Securities Act since the foregoing issuances did not
involve a public offering, the recipients took the shares for investment and not
resale  and  the  Company  took  appropriate  measures  to restrict transfer. No
underwriters  or  agents  were  involved  in  the  foregoing  issuances  and  no
underwriting  discounts  or  commissions  were  paid  by  the  Company.

     In  January  2002,  the  Company issued an aggregate of 1,510,000 shares of
common  stock  to  twelve  (12)  purchasers in exchange for $15,100 (or $.01 per
share).  The Company claims the exemption from registration afforded by Rule 506
of  Regulation  D under the Securities Act. The Company also claims an exemption
from  registration  afforded  by  Regulation  S  under  the  Securities  Act. No
underwriters  or  agents  were  involved  in  the  foregoing  issuances  and  no
underwriting  discounts  or  commissions  were  paid  by  the  Company.

     In  July  2002,  the Company issued an aggregate of 77,000 shares of common
stock to twenty-six (26) purchasers in exchange for $38,500 (or $.50 per share).
The  Company  claims  the  exemption  from  registration afforded by Rule 506 of
Regulation D under the Securities Act. The Company also claims an exemption from
registration  afforded by Regulation S under the Securities Act. No underwriters
or agents were involved in the foregoing issuances and no underwriting discounts
or  commissions  were  paid  by  the  Company.

     In  September  2004,  the  Company entered into an Exchange with the former
shareholders  of  Battle  Mountain  pursuant  to  which Battle Mountain became a
wholly-owned  subsidiary  of  the  Company.  The  Company issued an aggregate of
11,640,000 shares of common stock to the former shareholders of Battle Mountain.
The  Exchange  was  one  share of the Company for each share of Battle Mountain.
Prior  to  the  Exchange,  Battle  Mountain  had sold an aggregate of 11,640,000
shares  consisting of sales of an aggregate of 7,000,000 shares for $122,000 and
an  aggregate  of  4,640,000  shares  for $358,000 in January 2004 and May 2004,
respectively.  Battle Mountain sold the 7,000,000 shares to six (6) individuals,
three  of  whom  became  executive officers and/or directors of the Company, and
three  (3)  entities,  all  of  which  are  affiliates of Mark Kucher, our Chief
Financial  Officer  and a Director. Battle Mountain sold the 4,640,000 shares to
two  (2) individuals and three (3) entities, one (1) of which is an affiliate of
Mr.  Kucher. The Company claims the exemption from registration afforded by Rule
506  of  Regulation  D  under  the  Securities  Act.  The Company also claims an
exemption  from  registration  afforded by Regulation S under the Securities Act
for  some  of  the  issuances.  No  underwriters  or agents were involved in the
foregoing  issuances  and  no underwriting discounts or commissions were paid by
the  Company.

                                       12
<PAGE>

     In  October 2004, the Company sold an aggregate of 900,000 shares of common
stock  to  an  unaffiliated  entity for an aggregate of $425,000 (or $0.4722 per
share).  The  Company  claims an exemption from registration afforded by Section
4(2)  of the Act since the foregoing issuance did not involve a public offering,
the recipient had access to information that would be included in a registration
statement,  took  the  shares for investment and not resale and the Company took
appropriate  measures to restrict transfer. The Company also claims an exemption
from  registration  afforded  by  Regulation  S  under  the  Securities  Act. No
underwriters  or  agents  were  involved  in  the  foregoing  issuance  and  no
underwriting  discounts  or  commissions  were  paid  by  the  Company.

     In November 2004, the Company sold an aggregate of 450,000 shares of common
stock  to  four  (4) individual investors for an aggregate of $450,000 (or $1.00
per  share).  In  February  2005,  the  Company changed the terms of the sale to
provide  for 900,000 shares for an aggregate of $450,004 (or approximately $0.50
per  share).  In  April  2005,  the Company agreed to accept $100,000 less of an
investment  from  one  of  the  investors.  As  a result of these changes in the
original  terms  of  the sale, the Company received $350,004 for an aggregate of
700,000 shares. The spouse of Mark Kucher, the Company's Chief Financial Officer
and  a  Director  of  the Company, purchased 40,000 of these shares. The Company
claims  an exemption from registration afforded by Section 4(2) of the Act since
the  foregoing  issuances  did not involve a public offering, the recipients had
access  to  information that would be included in a registration statement, took
the  shares  for  investment  and  not  resale  and the Company took appropriate
measures  to  restrict  transfer.  The  Company  also  claims  an exemption from
registration  afforded  by Regulation S under the Act. No underwriters or agents
were  involved  in  the  foregoing  issuance  and  no  underwriting discounts or
commissions  were  paid  by  the  Company.

In  December  2004,  the  Company  granted options to James E. McKay and Mark D.
Kucher pursuant to their employment agreements to purchase 500,000 shares of the
Company's  common  stock with an exercise price of $0.99 per share and a vesting
date  of  May 31, 2005.  Mr. McKay serves as the Company's President pursuant to
his  employment  agreement.  Mr.  Kucher serves as the Company's Chief Executive
Officer  and  Chairman  of  the Company's  board  of directors  pursuant  to his
employment  agreement.  In  April 2005, the Company's board of directors amended
the terms  of  their  options to vest in their entirety on April 15, 2005, at an
amended exercise price of $0.40 per share.  The Company claims an exemption from
registration  afforded by Section 4(2) of the Act since the foregoing grants did
not  involve  a  public  offering, the recipients had access to information that
would  be  included  in a registration statement, took the shares for investment
and  not  resale and the Company took appropriate measures to restrict transfer.

CANCELLATION  OF  SHARES

     In  April  2004,  Dana  Neill  Upton, the Company's former President, Chief
Executive  Officer, Secretary, Treasurer and Director cancelled 4,000,000 shares
of the Company's common stock at $.001 per share (or $4,000) in contemplation of
the  Acquisition  of  Battle  Mountain.

                                       13
<PAGE>

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

     The  following  discussion  contains certain statements that may constitute
forward-looking  statements.  Any  statements  that  refer  to  expectations,
projections  or  other  characterization  of future events or circumstances, and
especially  those  which  include variations of the words "believes," "intends,"
"estimates,"  "anticipates,"  "expects," "plans," or similar words or variations
thereof, are likely to be forward-looking statements, and as such, are likely to
concern  matters involving risk, uncertainty, unpredictability and other factors
that  could  materially and adversely affect the outcome or results indicated by
or  inferred  from  the  statements themselves. Therefore, the reader is advised
that the following discussion should be considered in light of the discussion of
risks  and  other  factors  contained  in this report and in the Company's other
filings  with  the  Securities  and  Exchange Commission, and that no statements
contained in the following discussion or in this report should be construed as a
guarantee  or  assurance  of  future  performance  or  future  results.

OVERVIEW

The  Company  was  originally incorporated in Nevada as Hudson Ventures, Inc. on
November  30,  2001.  The  Company  has  been in the exploration stage since its
formation  and  has  not  yet realized any revenues from its planned operations.
Prior  to  the  Acquisition, the Company either terminated or allowed its option
agreements  to  expire on certain properties located in the Yukon Territories in
Canada.

     On  September  9,  2004, the Company completed a reverse merger transaction
with  Battle Mountain and the Battle Mountain shareholders.  Battle Mountain was
incorporated  in  the State of Nevada on January 7, 2004.   Battle Mountain is a
mineral exploration company. Battle Mountain's exploration efforts are primarily
focused  on  gold  in the State of Nevada.  Through Battle Mountain, the Company
will continue to be engaged in the business of minerals exploration, but with an
emphasis  on  gold  exploration  in  the  State  of  Nevada. Except as expressly
indicated  or unless the context otherwise requires, the "Company," "we," "our,"
or  "us" means Battle Mountain Gold Exploration Corp., a Nevada corporation, and
its  subsidiary.

PLAN OF OPERATION

The  Company  believes  that  it can satisfy its current cash requirements until
July  1,  2005,  when  a  payment  of  $385,000  becomes due to Pediment.  It is
imperative  that  the  Company obtain $2,600,000 million of additional financing
during  the  next 12 months to complete the Initial Contribution to Pediment for
the Exploration Program and earn a 70% interest in Pediment. Pediment in turn is
required, during the next twelve months, to spend at least $50,000 on the Placer
Dome  Claims (pursuant to its agreement with Placer Dome) to retain its right to
earn  up  to  a 70% interest in the Placer Dome Claims and $15,000 on the Tomera
Lease  (pursuant  to  its agreement with Tomera Ranches) to retain its rights in
the Tomera Lease.  As of December 31, 2004, the Company had raised approximately
$1,400,000 for  its  gold  exploration activities, much of which it has used for
payments  toward  the  Initial  Contribution and for professional and consulting
expenses, general and administrative expenses, travel and entertainment expenses
and  rent  and  office  expenses.  The  Company  is taking steps to raise equity
capital  or  to borrow additional funds.  There can be no assurance that any new
capital  will  be  available  to  the  Company  or  that  adequate funds will be
sufficient for the Company's  operations,  whether  from the Company's financial
markets,  or  other arrangements  will  be  available  when  needed  or on terms
satisfactory to the Company.  The Company does not have any commitments from its
officers, directors or affiliates to provide funding. The failure of the Company
to obtain adequate financing may result in the Company having to delay, curtail,
scale back or forgo  its  operations.

                                       14
<PAGE>

     The  Company does not expect to purchase any plant or significant equipment
during  the  next  twelve  (12)  months.

     The  Company  has two (2) full-time employees consisting of James E. McKay,
the  Company's  President,  Chief Executive Officer, Secretary and Treasurer and
Mark  Kucher, the Company's Chief Financial Officer. The Company does not expect
significant  changes  in  the number of employees during the next twelve months.
The  Company  will  use  contract  labor  on  an  as-needed basis to conduct its
operations.

RESULTS OF OPERATIONS

     The  Acquisition  is  being  accounted  for  as  a  reverse  merger  and
recapitalization  whereby  Battle  Mountain,  the  operating  company  which was
incorporated  on  January  7,  2004, is the continuing entity for all accounting
purposes.

January  7,  2004  (Inception)  To  December  31,  2004
-------------------------------------------------------

Revenues
--------

     The  Company  did  not generate any revenues during the period from January
7, 2004  to December 31, 2004. The Company is in its exploration stage as it has
not generated  any  revenues  from  its  planned  operations.

Expenses
--------

     During  the  period  from January 7, 2004 to December 31, 2004, the Company
had  total  expenses of $280,940, consisting of professional and consulting fees
of  $202,643,  travel  and  entertainment of $27,772, general and administrative
expense  of  $32,686,  rent  and  office of $17,653, and depreciation expense of
$186.

     During  the  period  from January 7, 2004 to December 31, 2004, the Company
had  total other expense of $38,263, consisting of unrealized loss of $24,200, a
loss  on  the sale of investments of $13,796, and interest expense of $448, that
were offset  by  other income of $181.  The  unrealized loss was the result of a
decrease  in  the  value  of  trading  securities.  The  loss  on  the  sale  of
investments  was  the  result  of  the  sale  of  a portion of these securities.

Net  Loss  and  Net  Loss  Per  Share
-------------------------------------

     The  Company  had  a  net  loss  of $319,203 (or basic and diluted loss per
common share of $0.02) for the period from January 7, 2004 to December 31, 2004.

                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Total  current  assets were $739,218 as of December 31, 2004, consisting of
cash  of  $703,123,  trading  securities  of  $35,800 and deposits of $295.  The
Company  has already used much of this cash during the first quarter of 2005 for
payments  toward  the  Initial  Contribution  in  Pediment. The remainder of the
Initial Contribution, as amended, is payable as follows: 1) $385,000 due on July
1,  2005; 2) $385,000 due on November 1, 2005; and 3) $1,315,000 due on April 1,
2006.  The  Company  needs  to  raise  additional  capital  to make all of these
payments.

     Total current liabilities were $287,451 as of December 31, 2004, consisting
of  note  payable to related party of $125,696, short-term notes of $150,000 and
accounts payable and accrued liabilities of $11,755. The note payable to related
party represents balances owed  to  the Company's officers and directors.  These
loans  are in the form of non-interest bearing, unsecured advances.  Of the note
payable  to  related  party,  $90,000  is  accrued  base  compensation  for Mark
Kucher, the Company's Chief Financial Officer.  The short-term  notes consist of
$100,000  received  from  an  investor  who,  in  2005, we allowed to reduce his
investment  from  $300,000  to $200,000, and  $50,000  received from Mark Kucher
as  a  non-interest bearing loan payable no later than November 1, 2005.

     As  of  December  31, 2004, the Company had net working capital of $451,767
which  it  plans  to use in 2005 for payments toward the Initial Contribution in
Pediment  and  for  general  corporate  purposes.

     Net  cash  used  by  operating  activities was $269,560 for the period from
January  7, 2004 to December 31, 2004, consisting of net loss of $319,203 and an
increase  in  deposits of $295, that were offset by adjustments  for  unrealized
loss  on  investments of $24,200 and loss  on sale of investments of $13,796, an
increase  in  accounts  payable of $11,756 and an adjustment for depreciation of
$186.

     Net  cash  used  in  investing  activities was $501,321 for the period from
January  7, 2004 to December 31, 2004, consisting of cash paid for investment in
mining properties of $425,000, cash paid for short-term investments of $114,000,
and  cash  paid  for property, plant and equipment of $2,524 that were offset by
cash  received  for  sale  of  investments  of  $40,203.

     Net  cash  provided from financing activities was $1,474,004 for the period
from  January 7, 2004 to December 31, 2004, consisting of proceeds from the sale
of  stock of $1,198,308, proceeds from short-term notes of $150,000 and proceeds
from notes payable to related party of $125,696.

     The  Company  believes  that  it  can satisfy its current cash requirements
until  July  1, 2005, when a payment of $385,000 becomes due to Pediment.  It is
imperative that the Company obtain $2,600,000 of additional financing during the
next  twelve  (12)  months  to  fully implement its business plan and earn a 70%
interest  in  Pediment.  As  of  December  31,  2004,  the  Company  had  raised
approximately $1,400,000  for  its gold exploration activities, much of which it
has  used  for  payments  toward  the  Initial  Contribution in Pediment and for
professional  and consulting  expenses,  general  and  administrative  expenses,
travel  and entertainment  expenses  and  rent and office expenses.  The Company
is taking steps  to  raise  equity capital or to borrow additional funds.  There
can  be  no  assurance  that any new capital will be available to the Company or
that adequate funds  will  be  sufficient  for the Company's operations, whether
from  the  Company's  financial markets, or other arrangements will be available
when needed or  on  terms  satisfactory  to  the  Company.  The Company does not
have  any  commitments  from  its  officers,  directors or affiliates to provide
funding.  The failure  of the Company to obtain adequate financing may result in
the Company having  to  delay,  curtail,  scale  back  or  forgo its operations.

                                       16
<PAGE>

RISK  FACTORS

Risks  Relating  to  Our  Business
----------------------------------

WE  NEED  $2,600,000  OF  ADDITIONAL  CAPITAL.
----------------------------------------------

     It is imperative that the Company obtain $2,600,000 of additional financing
during  the  next  twelve (12) months to fully implement its business plan.  The
Company  acquired  Battle  Mountain  which  has  agreed  to  make  an  Initial
Contribution in the Exploration Program by April 2006.  Battle Mountain has paid
$1,165,000  toward  the  Initial Contribution.  In addition, we accrue salary of
$7,500  per  month for Mark Kucher, our Chief Financial Officer, payable at such
time  as  the  Company is fully vested in Pediment, which the Company expects to
occur  no earlier than April 1, 2006.  There can be no assurance that additional
capital  will  be available to the Company, or that, if available, it will be on
terms  satisfactory  to  the Company's management.  Any additional financing may
involve dilution to the Company's then-existing shareholders.  At this time, the
Company has not secured or identified any additional financing.  The Company has
no  commitments  from officers, directors or affiliates to provide funding.  The
failure of the Company to obtain additional capital on terms satisfactory to the
Company's  management, or at all, may cause the Company to delay, curtail, scale
back  or  forgo  its  operations.

WE  MAY  BE  REQUIRED TO PROVIDE AUDITED FINANCIAL INFORMATION FOR PEDIMENT GOLD
--------------------------------------------------------------------------------
LLC, THE  HOT  POTS PROJECT AND/OR THE FLETCHER JUNCTION PROJECT.
-----------------------------------------------------------------

     We  and  NGXS  entered  into  an Operating Agreement of Pediment Gold, LLC.
Pursuant to the Operating Agreement, we have an option to earn a 70% interest in
Pediment provided that we make an Initial Contribution in an aggregate amount of
$3,250,000.  We will only earn an interest in Pediment after Pediment spends the
money on the Exploration Program. We have paid $1,165,000 to Pediment which will
give  us  a 50% interest in Pediment after Pediment spends the money. We believe
that  Pediment  has  spent  approximately  $449,000  on the Exploration Program;
however we have not audited Pediment. In February 2005, we amended the Operating
Agreement  which  gave us an accelerated vested interest in the Hot Pots Project
and  the Fletcher Junction Project, which projects became the sole site specific
project  obligations  between us and NGXS regarding Pediment. We may be required
to  publicly  disclose  audited financial information for Pediment, the Hot Pots
Project  and/or  the  Fletcher  Junction Project. If we are required to publicly
disclose  such  audited financial  information, we will have to pay the costs of
such audits which will have a material adverse effect on our financial condition
and  results  of  operations.  In addition, we may not  be  considered  to  have
available adequate current public information for purposes  of  Rule  144 of the
Securities Act, and among other things (discussed below), the investors who hold
restricted  shares  of  our  common stock may be precluded from reselling  their
shares  pursuant  to Rule  144  until  such time that we have available adequate
current  public information  and have established a history of current  filings
with  the  SEC.

WE FACE THE RISK OF NOT BEING DEEMED CURRENT IN OUR FILINGS.
------------------------------------------------------------

     We  received  correspondence  form  the  SEC  dated  February  16, 2005, in
response  to  an  inquiry  that we made regarding filings required to change our
fiscal  year  end  in connection with a reverse merger with an operating company
which  had  a  different fiscal year end than ours. Our fiscal year end was July
31.  The  fiscal  year  end  of the operating company was December 31. After the
reverse  merger,  we  intended  to  use  December 31 as our fiscal year end. The
response letter stated in pertinent part that if we intend to use December 31 as
our fiscal year end, we would need to amend the Form 8-K reporting the merger to
provide  all  required  disclosure. It further stated that we should file a Form
10-QSB  for the quarter ended September 30, 2004, and the period from January 7,
2004 to September 30 2004, as soon as possible, and should file the December 31,
2004  Form 10-KSB when due. We are filing such Form 10-KSB late. An "E" has been
placed  on our trading symbol. The response letter also stated that we would not
be  considered  "current"  for  purposes of Regulation S, Rule 144, or filing on
Form S-8 merely by filing the described reports, and we would not be eligible to
use  Form  S-2  or  S-3  until  a sufficient history of making timely filings is
established.  We  have  not been timely in our filings in the past and we cannot
provide assurance that we will be able to so in the future.
                                       17
<PAGE>

FUTURE  DISPUTES  BETWEEN THE COMPANY AND NGXS REGARDING THE OPERATING AGREEMENT
--------------------------------------------------------------------------------
OF  PEDIMENT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF
--------------------------------------------------------------------------------
OPERATION.
----------

     In  February  2005, we received a Notice of Default from NGXS regarding the
Operating  Agreement  of  Pediment  after  we  proposed that Pediment acquire an
interest  in  two  (2),  rather  than  all eleven (11), land areas that Pediment
identified  for  land  acquisition,  and that Pediment begin an initial drilling
program  only  on  the  two  (2)  areas.  We had paid an aggregate of $1,165,000
toward  the  Initial  Contribution in Pediment.  In February 2005, we withdrew a
substantial  amount  of  the  funds  from  Pediment's  account.  Following  the
withdrawal,  we received a letter from NGXS stating that NGXS was of the opinion
that  withdrawal  was a breach of the Operating Agreement or a resignation by us
and  requesting  the  immediate  return of the withdrawn money.  The Company and
NGXS  have  amended  the  Operating  Agreement.  We  have  returned the funds to
Pediment's  account  pursuant  to  the  Amended  Operating  Agreement  and  have
otherwise  cured the Notice of Default and letter of breach.  Our agreement with
NGXS  regarding  Pediment  may  be subject to future disputes that we may not be
able  to  resolve.  If we have future disputes with NGXS regarding Pediment, the
Hot  Pots  Project  or the Fletcher Junction Project, we may not be able to earn
more  than  our  50%  interest in the Hot Pots  Project, our 50% interest in the
Fletcher  Junction  Project,  or any interest  in  Pediment, each of which could
have  a  material  adverse  effect  on  our  business  and results of operation.

FROM  TIME TO TIME THE COMPANY INVESTS IN TRADING SECURITIES, THE VALUE OF WHICH
--------------------------------------------------------------------------------
IS  SUBJECT  TO  SIGNIFICANT  FLUCTUATIONS.
-------------------------------------------

     From  time  to time the Company invests in trading securities, the value of
which  is subject to significant fluctuations. Our trading securities are stated
at  fair  value  and  realized  and  unrealized gains and losses are included in
income.  As  of  December 31, 2004, we had $35,800 of net trading securities. We
had  a  loss on the sale of stock of $13,796 and unrealized loss of $24,200 from
trading  securities  during  2004.  If there are significant fluctuations in the
value  of our investment in trading securities, it would have a direct effect on
our results of operations. If we sell our trading securities when they have lost
value,  as  we  did  during  the fourth quarter of 2004, it will have a material
adverse  effect  on  our  business  and  results  of  operations.

                                       18
<PAGE>

IN  THE  PAST,  WE  HAVE CHANGED THE TERMS OF VARIOUS AGREEMENTS AFTER THEY HAVE
--------------------------------------------------------------------------------
BEEN  FINALIZED AND DISCLOSED TO THE PUBLIC WHICH POSES A RISK TO OUR DISCLOSURE
--------------------------------------------------------------------------------
CONTROLS  AND  PROCEDURES AND OUR ABILITY TO TIMELY FILE ACCURATE INFORMATION IN
--------------------------------------------------------------------------------
OUR  PERIOD  AND  OTHER  REPORTS  WITH  THE  SEC.
-------------------------------------------------

     We  have changed the terms of various agreements including, but not limited
to subscription agreements, option agreements and other material agreements. For
example,  we sold 450,000 shares at $1.00 per share to four individual investors
in November 2004. In February 2005, we changed the terms of this sale to 900,000
shares  at  $0.50  per  share. In April 2005, we allowed one of the investors to
invest $100,000 less than he originally intended to invest. In December 2004, we
granted  options  with  an  exercise  price  of $0.99 per share and subsequently
re-priced  the options to $0.40 per share. We amended the terms of the Operating
Agreement  of  Pediment to allow us to obtain an accelerated vested 50% interest
in  the  Hot  Pots Project and the Fletcher Junction Project. We are considering
additional amendments to the Amended Operating Agreement. Future changes such as
the  ones  mentioned  here pose a risk to our disclosure controls and procedures
and  our ability to timely file accurate information in our periodic reports and
other  reports  with  the  SEC  which  may have a material adverse effect on the
Company  and  may  also  result  in  disclosed  information becoming inaccurate.

OUR AUDITORS HAVE EXPRESSED AN OPINION THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR
--------------------------------------------------------------------------------
ABILITY  TO  CONTINUE  AS  A  GOING  CONCERN.
---------------------------------------------

     In  its  report  dated  April  18, 2005, Chisholm, Bierwolf and Nilson, LLC
expressed  an  opinion  that  there  is  substantial  doubt about our ability to
continue  as  a  going  concern  because we do not have an established source of
revenues  sufficient to cover our operating costs, we do not currently possess a
financial  institution  source  of  financing, and we cannot be certain that our
existing  sources  of  cash will be adequate to meet our liquidity requirements.
Our  financial  statements do not include any adjustments that might result from
our  inability  to  continue  as  a  going concern.  Our continuation as a going
concern  is  dependent  upon  future  events,  including  obtaining  additional
financing  (discussed  above)  to  fully implement our business plan.  If we are
unable  to  continue  as  a going concern, you will lose your entire investment.

WE  HEAVILY  DEPEND  ON  JAMES  E.  MCKAY  AND  MARK  KUCHER.
-------------------------------------------------------------

     The  success of the Company depends upon the personal efforts and abilities
of James E. McKay and Mark Kucher. Mr. McKay serves as a director of the Company
and  the  Company's President pursuant to a three-year employment agreement. Mr.
McKay  also  serves  as  the  Company's  Chief  Executive Officer, Secretary and
Treasurer.  Mr.  McKay  and the Company may voluntarily terminate the employment
agreement  at  any time. Mark Kucher serves as a director of the Company and the
Company's  Chief  Financial  Officer  pursuant  to  an employment agreement. Mr.
Kucher and the Company may voluntarily terminate the employment agreement at any
time.  The  loss of Mr. McKay or Mr. Kucher could have a material adverse effect
on  our business, results of operations or financial condition. In addition, the
absence  of  Mr. McKay or Mr. Kucher will force us to seek a replacement who may
have  less  experience or who may not understand our business as well, or we may
not  be  able  to  find  a  suitable  replacement.

                                       19
<PAGE>

WE  MAY  NOT  BE  ABLE  TO  DISCOVER  THE  PRESENCE  OF GOLD USING GROUND  WATER
--------------------------------------------------------------------------------
CHEMISTRY.
----------

     The  primary  gold exploration efforts will be driven by the application of
a  hydro-geochemical  testing  program  to  evaluate ground water chemistry that
can  identify  the  presence  of  gold  and  associated minerals and elements in
gravel-covered  pediment locations, most of which have not been tested.  Testing
in this manner can measure the presence of gold and its associated minerals down
to  the  parts  per trillion.  Pediment will conduct this testing as part of the
program  initially  targeting  Nevada's  gravel-covered  pediments.  The  use of
ground water chemistry is relatively new to our industry.  We may not be able to
identify  the  presence  of gold and associated minerals and elements in gravel-
covered  pediments  using  ground  water  chemistry.  If  we  cannot  make  such
discoveries  using  ground  water  chemistry,  it  would have a material adverse
effect on our business and financial condition.

WE  ARE  ENGAGED  IN  A  BUSINESS  THAT  IS  INHERENTLY  SPECULATIVE  AND RISKY.
--------------------------------------------------------------------------------

     Mineral exploration and mining is subject to risks related to a substantial
or  extended  decline  in  prices  of  mineral commodities, property acquisition
complexities,  and  restrictive  and/or  changing  political,  social  and/or
environmental  laws  and regulations. Even if we can implement our business plan
and  initiate  exploration and development activities, there can be no assurance
that  we  will find commercial quantities of minerals, or if we are able to find
such  minerals,  that  we  can remove them in a profitable manner. Pediment will
conduct  testing  using  ground water chemistry to identify the presence of gold
and its associated minerals. Like all other sampling methodologies, any presence
of  gold in a sample will not assure the presence of an economically viable gold
deposit.  Because of the inherently speculative and risky nature of the business
in which we are engaged, our  Company  could  fail to find commercial quantities
of minerals or perform poorly,  and  as  a  result  you  could  lose your entire
investment.

JAMES  E. MCKAY, MARK D. KUCHER, WADE A. HODGES, BRIAN M. LABADIE, ANTHONY E. W.
--------------------------------------------------------------------------------
CREWS  AND  KENNETH N. TULLAR ARE THE BENEFICIAL OWNERS OF AN AGGREGATE OF 41.0%
--------------------------------------------------------------------------------
OF OUR COMMON  STOCK  AND  CAN  EXERCISE  CONTROL  OVER  CORPORATE  DECISIONS.
------------------------------------------------------------------------------

     James  E.  McKay, Mark D. Kucher, Wade A. Hodges, Brian M. Labadie, Anthony
E. W.  Crews  and  Kenneth Tullar beneficially own an aggregate of approximately
41.0%  of the  issued  and outstanding shares of our common stock.  Accordingly,
they will exercise  significant  influence  in  determining  the  outcome of all
corporate transactions  or  other  matters, including the election of directors,
mergers, consolidations, the sale of all or substantially all of our assets, and
also the power to prevent or cause a change in control. The interests of Messrs.
McKay, Kucher,  Hodges,  Labadie, Crews and Tullar may differ from the interests
of  the  other  stockholders  and  thus  result  in corporate decisions that are
adverse to other  shareholders.

Risks  Relating  to  Our  Common  Stock
---------------------------------------

WE  ARE  NOT  CURRENT  IN  FILING  OUR  PERIODIC  REPORTS WITH THE SEC WHICH HAS
--------------------------------------------------------------------------------
RESULTED IN US RECEIVING A FIFTH LETTER "E" ON OUR TRADING SYMBOL AND MAY RESULT
--------------------------------------------------------------------------------
IN OUR COMMON STOCK BEING DE-LISTED FROM TRADING ON THE OTCBB.
--------------------------------------------------------------

     We  are  not current in our filings with the SEC, and, as a result, we have
received  a  fifth  letter  "E" on our trading symbol which is now listed on the
OTCBB as "BMGXE". If we do not become current our common stock will be de-listed
from trading on the OTCBB.  There can be no assurance that our common stock will
continue  to  be  listed on the OTCBB. If our common stock is de-listed from the
OTCBB,  we  anticipate  that  it  will  be  traded  on  the Pink Sheets which is
generally  considered  to  be  a less liquid market than the OTCBB. In the event
that  our common stock is de-listed from the OTCBB, it is likely that our common
stock  will  have  less  liquidity than it has, and will trade at a lesser value
than  it  does, on the OTCBB.  In addition, investors who hold restricted shares
of  our  common  stock  may be precluded from reselling their shares pursuant to
Rule  144  of the Securities Act until such time that we can establish a history
of  current  filings  with  the  SEC.

                                       20
<PAGE>

THE  MARKET  PRICE  OF  OUR  COMMON  STOCK  HISTORICALLY  HAS  BEEN  VOLATILE.
------------------------------------------------------------------------------

     The  market  price  of  our  common  stock  historically  has  fluctuated
significantly  based  on,  but  not  limited  to, such factors as: general stock
market  trends, announcements of developments related to our business, actual or
anticipated  variations  in  our  operating  results,  our inability to generate
revenues,  and conditions and trends in the mineral exploration, development and
production industry. Our common stock is traded on the over-the-counter Bulletin
Board. In recent years the stock market in general has experienced extreme price
fluctuations  that have often been unrelated to the operating performance of the
affected  companies.  Similarly,  the  market  price  of  our  common  stock may
fluctuate  significantly based upon factors unrelated or disproportionate to our
operating  performance.  These market fluctuations, as well as general economic,
political  and  market  conditions,  such  as  recessions  or interest rates may
adversely  affect  the  market  price  of  our  common  stock.

WE  HAVE NOT CREATED A MARKET TO SUSTAIN THE SIGNIFICANT AMOUNT OF SHARES IN OUR
--------------------------------------------------------------------------------
PUBLIC  FLOAT.
--------------

     We  have  approximately  15,870,000  shares  of  common stock in our public
float;  however,  we  have not created a market for our common stock. We may not
have  adequate  time  to create such a market prior to the time our shareholders
resell  their  shares.  If  our  shareholders  resell their shares before we can
create  a  market,  it  may  exert  downward pressure on the price of our common
stock.

OUR  COMMON  STOCK  IS  SUBJECT TO THE "PENNY STOCK" RULES OF THE SECURITIES AND
--------------------------------------------------------------------------------
EXCHANGE  COMMISSION  WHICH LIMITS THE TRADING MARKET IN OUR COMMON STOCK, MAKES
--------------------------------------------------------------------------------
TRANSACTIONS  IN  OUR  COMMON  STOCK  CUMBERSOME  AND MAY REDUCE THE VALUE OF AN
--------------------------------------------------------------------------------
INVESTMENT  IN  OUR  COMMON  STOCK.
-----------------------------------

     Our  common  stock  is considered a "penny stock" as defined in Rule 3a51-1
promulgated  by  the Securities and Exchange Commission (the "Commission" or the
"SEC")  under  the  Exchange  Act. In general, a security which is not quoted on
NASDAQ or has a market price of less than $5 per share where the issuer does not
have in excess of $2,000,000 in net tangible assets is considered a penny stock.
The  Commission's  Rule  15g-9  regarding  penny  stocks impose additional sales
practice  requirements  on  broker-dealers  who  sell such securities to persons
other  than  established  customers  and accredited investors (generally persons
with net worth in excess of $1,000,000 or an annual income exceeding $200,000 or
$300,000  jointly with their spouse). For transactions covered by the rules, the
broker-dealer  must  make  a special suitability determination for the purchaser
and  receive  the  purchaser's written agreement to the transaction prior to the
sale.  Thus,  the  rules affect the ability of broker-dealers to sell our common
stock  should  they  wish  to do so because of the adverse effect that the rules
have  upon liquidity of penny stocks. Unless the transaction is exempt under the
rules,  under  the Securities Enforcement Remedies and Penny Stock Reform Act of
1990,  broker-dealers  effecting  customer  transactions  in  penny  stocks  are
required  to  provide  their customers with (i) a risk disclosure document; (ii)
disclosure  of  current  bid  and ask quotations if any; (iii) disclosure of the
compensation  of  the  broker-dealer and its sales personnel in the transaction;
and (iv) monthly account statements showing the market value of each penny stock
held  in the customer's account. As a result of the penny stock rules the market
liquidity for our common stock may be adversely affected by limiting the ability
of  broker-dealers  to  sell  our  common stock and the ability of purchasers to
resell  our  common  stock.  In  addition,  various state securities laws impose
restrictions  on  transferring  "penny stocks" and as a result, investors in our
common  stock  may  have  their ability to sell their shares of the common stock
impaired.

                                       21
<PAGE>

THE  COMPANY  HAS  NOT  PAID  ANY  CASH  DIVIDENDS.
---------------------------------------------------

     The  Company  has paid no cash dividends on its common stock to date and it
is  not  anticipated  that  any  cash  dividends  will be paid to holders of the
Company's  common  stock in the foreseeable future. While the Company's dividend
policy will be based on the operating results and capital needs of the business,
it  is  anticipated  that  any  earnings  will be retained to finance the future
expansion  of  the  Company.

CRITICAL ACCOUNTING POLICIES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  is  based upon our financial statements, which have been prepared in
accordance  with  accounting principals generally accepted in the United States.
The  preparation of these financial statements requires us to make estimates and
judgments  that affect the reported amounts of assets, liabilities, revenues and
expenses,  and  related disclosure of any contingent assets and liabilities.  On
an  on-going basis, we evaluate our estimates.  We base our estimates on various
assumptions  that  we  believe  to  be  reasonable  under the circumstances, the
results  of  which  form the basis for making judgments about carrying values of
assets and liabilities that are not readily apparent from other sources.  Actual
results  may  differ  from  these  estimates  under  different  assumptions  or
conditions.

     We  believe  the  following  critical accounting  policies  affect our more
significant  judgments  and  estimates  used in the preparation of our financial
statements:

Going Concern
-------------

     We  have been in the exploration stage since our formation and have not yet
realized  any  revenues from our planned operations.  The accompanying financial
statements  have been prepared assuming we will continue as a going concern.  As
shown  in the accompanying financial statements, we have an accumulated deficit,
and  have  had no sales.  These conditions among others create an uncertainty as
to our ability to continue as a going concern, particularly in the event that we
cannot  obtain  $2.6  million  of  additional  financing  to fully implement our
business  plan  and  to  continue  with  our  current  operations. Our future is
dependent  upon  our  ability  to  obtain  financing  and upon future profitable
operations from the development of mineral properties.  The financial statements
do not include any adjustments relating to the recoverability and classification
of  recorded  assets,  or  the amounts of and classification of liabilities that
might  be  necessary  in  the  event  we  cannot  continue  in  existence.

                                       22
<PAGE>

Marketable  Securities
----------------------

     We determine the appropriate classification of investment securities at the
time  they  are acquired and evaluate the appropriateness of such classification
at  each  balance  sheet  date.  Trading  securities  are  held  for  resale  in
anticipation  of  short-term  (generally 90 days or less) fluctuations in market
prices.  Trading  securities,  consisting  primarily  of  actively traded equity
securities,  are stated at fair value.  Realized and unrealized gains and losses
are  included in income.  We had a loss from the sale of stock of $13,796 during
the  period  from January 7, 2004 to December 31, 2004, which was related to our
investment.  Available-for-sale  securities  consist  of  marketable  equity
securities  not classified as trading securities.  Available-for-sale securities
are  stated  at  fair value, and unrealized holding gains and losses, net of the
related  deferred  tax  effect,  are  reported  as  a  separate  component  of
stockholders'  equity.  We  did  not  have  any  holding  gains  or  losses from
available-for-sale securities during the period from January 7, 2004 to December
31,  2004.

Mineral Property  Option  Payments  and  Exploration  Costs
----------------------------------------------------------

     We  expense all costs related to the maintenance and exploration of mineral
claims  in  which  we  have secured exploration rights prior to establishment of
proven  and  probable reserves.  To date, we have not established the commercial
feasibility  of  our  exploration  prospects;  therefore,  all  costs  are being
expensed.

JOINT VENTURES

     In  June  2004,  we  and  NGXS signed a Member's Agreement and an Operating
Agreement  of  Pediment Gold LLC to explore the Nevada great basin physiographic
area  using  a  proprietary  water chemistry database developed by NGXS. We have
committed  to make an Initial Contribution to Pediment in an aggregate amount of
$3.25  million  through  April  1,  2006 for the Exploration Program. We need to
raise  additional  capital to complete the Initial Contribution. Under the terms
of  the  Operating  Agreement, we will not acquire an interest in Pediment until
Pediment  meets  the  following  minimum expenditures: $1,165,000, an additional
$385,000, an additional $385,000 and a final $1,315,000 which will give us a 50%
interest,  a  55% interest, a 60% interest, and a 70% interest, respectively. We
have  paid  $1,165,000  to  Pediment.  We  believe  that  Pediment  has  spent
approximately  $449,000 on the Exploration Program, but we have not performed an
audit  of  Pediment,  which  audit  we  may  be required to perform and publicly
disclose in our filings. NGXS will be the manager of Pediment until such time as
we  complete  the  Initial Contribution, at which time we will have the right to
appoint  the  manager.  If  we  complete  the  Initial  Contribution,  NGXS' 30%
participation  will be on a carried basis. NGXS will not be required to fund the
ongoing costs of additional exploration. We may elect to earn no more than a 50%
interest, or no interest at all, in which case the interest earned, if any, will
be  diluted  based  on total expenditures made on Pediment's properties by third
parties  and  NGXS. If our interest is diluted to 25% or less, our interest will
be  converted  to  a  1.25%  net  smelter royalty. In February 2005, we and NGXS
amended  certain  terms  of the Operating Agreement which gave us an accelerated
vested  interest  in  the  Hot  Pots  Project and the Fletcher Junction Project.
Pursuant  to the terms of the Amended Operating Agreement, these projects became
the  sole  site  specific  project  obligations  between  us  and NGXS regarding
Pediment.  We  and NGXS entered into the Amended Operating Agreement as a result
of  disputes  between us. In February 2005, we received a Notice of Default from
NGXS  regarding  the  Operating  Agreement  of  Pediment  after we proposed that
Pediment  only  acquire  an  interest  in  the Hot Pots Project and the Fletcher
Junction  Project, rather than all eleven (11) projects that Pediment identified
for  land  acquisition, and that Pediment begin an initial drilling program only
on  the  project  that  we  proposed  to be acquired. Also, in February 2005, we
withdrew  a  substantial  amount of the funds from Pediment's account. Following
the  withdrawal,  we  received  a  letter from NGXS stating that NGXS was of the
opinion  that  the  withdrawal  was  a  breach  of  the Operating Agreement or a
resignation by us and requesting the immediate return of the withdrawn money. We
have  since  returned  the  funds  to Pediment's account pursuant to the Amended
Operating Agreement and we have otherwise cured the Notice of Default and letter
of breach. Our agreement with NGXS may be subject to future disputes that we may
not be able to resolve. If we have future disputes with NGXS regarding Pediment,
the  Hot  Pots  Project  or the Fletcher Junction Project, we may not be able to
earn more than our 50% interest in the Hot Pots Project, our 50% interest in the
Fletcher  Junction  Project,  or  any interest in Pediment, each of which events
could  have  a material adverse effect on our business and results of operation.
We  have  not  performed an audit of either the Hot Pots Project or the Fletcher
Junction  Project,  which  audits  we  may  be  required to perform and publicly
disclose  in  our  filings.  If  we  are  required  to publicly disclose audited
financial  information  for  Pediment,  the Hot Pots Project and/or the Fletcher
Junction  Project,  it  will  have  a  material  adverse effect on our financial
condition  and  results  of operations. In addition, we may not be considered to
have  available  adequate current public information for purposes of Rule 144 of
the  Securities  Act,  and among other things, the investors who hold restricted
shares of our common stock may be precluded from reselling their shares pursuant
to  Rule  144  until  such  time  that we have available adequate current public
information  and  have  established  a  history of current filings with the SEC.
                                       23
<PAGE>

     In  October  2004,  Pediment  entered into the Letter Agreement with Placer
Dome  for  exploration  and  development  on  the  Placer Dome Claims during the
three-year  Earn-In  Period  which  began  on  October 21, 2004. The Placer Dome
Claims  are  part of the Hot Pots Project. Part of the Initial Contribution that
we  make  to  Pediment will be used for the Placer Dome Claims. Pediment made an
initial payment of $3,000 and committed to spend $1 million on work expenditures
during  the  Earn-In  Period.  Pediment  has  the right to earn an undivided 70%
interest  and  joint  venture  the  Placer  Dome Claims after incurring the full
amount  of  the work expenditures. Pediment's interest in the Placer Dome Claims
will  be  subject to Placer Dome's right to earn an additional 40% interest upon
the  payment  of  $3  million to Pediment or to convert its 30% interest into an
interest in 5% of net returns. In order to retain the Letter Agreement, Pediment
must  pay  all  federal claim maintenance fees (or perform sufficient assessment
work)  required to maintain the Placer Dome Claims including Annual Maintenance.
During  the  Earn-In  Period, Pediment is also responsible for timely payment of
all  taxes  levied  or  assessed  upon or against the Placer Dome Claims and any
facilities  or  improvements  located  thereon. Pediment may, at any time in its
sole  discretion, terminate the Letter Agreement in its entirety or with respect
to  any  portion  of  the  Placer Dome Claims. If Pediment terminates the Letter
Agreement, Pediment will have no further obligations other than those related to
indemnifying Placer Dome against losses related to misrepresentation of Pediment
or  any  exploration,  development  or related work conducted by Pediment on the
Placer  Dome  Claims,  reclaiming  the  surface  of  the Placer Dome Claims, and
performing  remediation  work as to the subsurface of the Placer Dome Claims. If
such  termination  occurs  prior  to  June 1, 2005, or after June 1 of any other
year,  Pediment  will  also  be  obligated to perform Annual Maintenance for the
assessment year beginning on September 1 of the year of termination.

                                       24
<PAGE>

ITEM 7.     FINANCIAL STATEMENTS.

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                          Audited Financial Statements
                         For the Period January 7, 2004
                                     through
                                December 31, 2004

                                       25
<PAGE>

Chisholm
  Bierwolf &                                      533 West 2600 South, Suite 250
    Nilson, LLC                                            Bountiful, Utah 84010
                                                          Phone:  (801) 292-8756
Certified Public Accountants                                Fax:  (801) 292-8809
--------------------------------------------------------------------------------

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To  the  Stockholders  and  Board  of  Directors
BATTLE  MOUNTAIN  GOLD  EXPLORATION  CORP.

We  have  audited  the  accompanying  balance  sheet  of  BATTLE  MOUNTAIN  GOLD
EXPLORATION  CORP.  (a Nevada Corporation) (an exploration stage company)  as of
December  31,  2004,  and  the  related  statements of operations, stockholders'
equity, and cash flows for the period January 7, 2004 through December 31, 2004.
These  financial  statements are the responsibility of the Company's management.
Our responsibility is to express and opinion on these financial statements based
on  our  audit.

We  conducted  our  audit  in  accordance  with  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.  The  Company  has
determined  that  it is not required to have, nor were we engaged to perform, an
audit  of  its  internal  control  over  financial reporting.  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  financial  position  of  Battle  Mountain  Gold
Exploration  Corp.  (an  exploration stage company)at December 31, 2004, and the
results  of its operations and cash flows for the period January 7, 2004 through
December  31,  2004  in  conformity  with  U.S.  generally  accepted  accounting
principles.

The  accompanying  financial  statements have been prepared assuming that BATTLE
MOUNTAIN  GOLD EXPLORATION CORP. (an exploration stage company) will continue as
a  going  concern.  As  discussed  in Note 8 to the financial statements, BATTLE
MOUNTAIN GOLD EXPLORATION CORP. has suffered a loss during the year which raises
substantial  doubt  about the company's ability to continue as a going concern.
Management's  plans  in  regard  to these matters are also described in Note 8.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.

/s/ Chisholm,  Bierwolf  &  Nilson,  LLC

Chisholm,  Bierwolf  &  Nilson,  LLC
Bountiful,  Utah
April 18, 2005
                                       26
<PAGE>

<TABLE>
<CAPTION>

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                        (FORMERLY HUDSON VENTURES, INC.)
                         (AN EXPLORATION STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET


                                                                     DECEMBER 31,
                                                                         2004
                                                                      -----------
                                  A S S E T S
                                  -----------
<S>                                                                       <C>
CURRENT ASSETS
--------------

      Cash                                                            $  703,123
      Trading Securities, net                                             35,800
      Deposits                                                               295
                                                                      -----------
        TOTAL CURRENT ASSETS                                             739,218


FIXED ASSETS, NET                                                          2,338
-----------------

OTHER ASSETS
------------
      Investment in Mining Properties                                    425,000
                                                                      -----------
        TOTAL OTHER ASSETS                                               425,000

                                                                      -----------
        TOTAL  ASSETS                                                 $1,166,556
                                                                      ===========

                              L I A B I L I T I E S
                              ---------------------

CURRENT LIABILITIES
-------------------
      Accounts Payable and accrued liabilities                        $   11,755
      Short Term Notes                                                   150,000
      Note Payable-Related Party                                         125,696
                                                                      -----------
        TOTAL CURRENT LIABILITIES                                        287,451
                                                                      -----------
        TOTAL LIABILITIES                                                287,451


                      S T O C K H O L D E R S ' E Q U I T Y
                      -------------------------------------

      Preferred Stock, 10,000,000 Authorized, $.001 Par Value, Zero
        Shares Issued and Outstanding                                          -

      Common Stock, 200,000,000 Authorized, $.001 Par Value,
        40,110,000 Shares Issued and Outstanding                          40,110

      Additional Paid-in-Capital                                       1,158,198
      Deficit accumulated during the exploration stage                  (319,203)
                                                                      -----------

        TOTAL STOCKHOLDERS' EQUITY                                       879,105
                                                                      -----------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $1,166,556
                                                                      ===========
</TABLE>


                      See accompanying notes to financial statements.
                                       27
<PAGE>

<TABLE>
<CAPTION>

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                        (FORMERLY HUDSON VENTURES, INC.)
                         (AN EXPLORATION STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                      ACCUMULATED
                                                                    JANUARY 7, 2004
                                                                  (INCEPTION) THROUGH
                                                  DECEMBER 31,        DECEMBER 31,
                                               2004         2003         2004
                                           ------------  ----------  ------------
<S>                                             <C>         <C>           <C>
REVENUES                                   $         -   $       -   $         -
--------

EXPENSES
--------

  Depreciation Expense                             186                       186
  Professional & Consulting                    202,643                   202,643
  Travel & Entertainment                        27,772                    27,772
  Rent & Office                                 17,653                    17,653
  General & Administrative Expenses             32,686                    32,686
                                           ------------  ----------  ------------
    TOTAL EXPENSES                             280,940           -       280,940
                                           ------------  ----------  ------------


INCOME (LOSS) FROM CONTINUING OPERATIONS      (280,940)                 (280,940)

OTHER INCOME  (EXPENSE)
  Interest Expense                                (448)                     (448)
  Unrealized Gains ( Loss)                     (24,200)                  (24,200)
  Loss on Sale of Investments                  (13,796)                  (13,796)
  Other Income                                     181                       181
                                           ------------  ----------  ------------
    TOTAL OTHER INCOME (EXPENSE)               (38,263)          -       (38,263)
                                           ------------  ----------  ------------

INCOME (LOSS) BEFORE TAXES                    (319,203)                 (319,203)

  Tax Expense                                        -

    NET INCOME ( LOSS )                    $  (319,203)  $       -   $  (319,203)
                                           ============  ==========  ============

BASIC AND DILUTED LOSS PER COMMON SHARE    $     (0.02)  $       -   $     (0.02)
                                           ============  ==========  ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  USED IN PER SHARE CALCULATIONS            19,391,667           -    19,391,667
                                           ============  ==========  ============
</TABLE>


                 See accompanying notes to financial statements.
                                       28
<PAGE>

<TABLE>
<CAPTION>

                                           BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                                               (FORMERLY HUDSON VENTURES, INC.)
                                               ( AN EXPLORATION STAGE COMPANY)
                                              STATEMENT OF  STOCKHOLDERS' EQUITY
                                 FROM INCEPTION ON JANUARY 7, 2004 THROUGH  DECEMBER 31, 2004

                                                                                                      DEFICIT
                                                                                                     ACCUMULATED     TOTAL
                                                                                                       DURING     STOCKHOLDERS'
                                       PREFERRED STOCK          COMMON STOCK         ADDITIONAL      EXPLORATION     EQUITY
                                     SHARES       AMOUNT      SHARES      AMOUNT    PAID-IN-CAPITAL     STAGE      (DEFICIT)
                                   -----------  ----------  -----------  ---------  ----------------  ----------  -----------
<S>                                    <C>          <C>         <C>          <C>        <C>               <C>         <C>
BALANCE, JANUARY 7, 2004                    -   $       -            -   $      -   $             -    $       -  $         -


January 2004 - Shares Issued for
  cash at $0.02 per share                                    7,000,000       7,000          115,000                  122,000


May 2004 - Shares issued for
  cash at $0.08 per share                                    4,640,000       4,640          353,360                  358,000


September 2004 - Reverse merger
  adjustment                                                26,870,000      26,870          (83,562)                 (56,692)

October 2004 - Shares Issued for
  cash at $0.47                                                900,000         900          424,100                  425,000

November 2004 - Shares Issued for                              700,000         700          349,300                  350,000
  cash at $0.50 per share

Net Loss from Inception on
  January 7, 2004 through
  December 31, 2004                                                                                     (319,203)   (319,203)
                                   -----------  ----------  -----------  ---------  ----------------  ----------  -----------
BALANCE, DECEMBER 31, 2004                  -   $       -   40,110,000    $ 40,110  $     1,158,198   $ (319,203) $  879,105
                                   ===========  ==========  ===========  =========  ================  ==========  ===========
</TABLE>

                 See accompanying notes to financial statements
                                       29
<PAGE>

<TABLE>
<CAPTION>

                         BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                            (FORMERLY HUDSON VENTURES, INC.)
                            ( AN EXPLORATION STAGE COMPANY)
                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                               ACCUMULATED
                                                                             JANUARY 7, 2004
                                                                               (INCEPTION)
                                                                                 THROUGH
                                                           DECEMBER 31,         DECEMBER 31,
                                                         2004         2003         2004
                                                      -----------  -----------  ----------
<S>                                                       <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------

  Net (Loss) for the Period                           $ (319,203)  $        -   $(319,203)

  Adjustments to Reconcile Net Loss to Net Cash
    Depreciation                                             186                      186
    Unreaized Loss on Investments                         24,200                   24,200
    Loss on Sale of Investments                           13,796                   13,796
  Changes in operating assets and liabilities:
    (Increase) Decrease in Deposits                         (295)                    (295)
    Increase (Decrease ) in Accounts Payable              11,756                   11,756
                                                      -----------  -----------  ----------
  NET CASH PROVIDED ( USED ) BY OPERATING ACTIVITIES    (269,560)           -    (269,560)
                                                      -----------  -----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------

    Cash Paid for Property, Plant and Equipment           (2,524)                  (2,524)
    Cash Paid for Short Term Investments                (114,000)                (114,000)
    Cash Received For Sale of Investments                 40,203                   40,203
    Cash Paid For Investment in Mining Properties       (425,000)                (425,000)
                                                      -----------  -----------  ----------
  NET CASH USED IN INVESTING ACTIVITIES                 (501,321)           -    (501,321)
                                                      -----------  -----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------

    Proceeds from Notes Payable - Related Party          125,696                  125,696
    Proceeds from Sale of Stocks                       1,198,308                1,198,308
    Proceeds from Short Term Notes                       150,000                  150,000
                                                      -----------  -----------  ----------
  NET CASH PROVIDED FROM FINANCING ACTIVITIES          1,474,004                1,474,004
                                                      -----------  -----------  ----------
  Net Increase ( Decrease ) in Cash                      703,123                  703,123
                                                      -----------  -----------  ----------

  Cash, Beginning of Period                                    -            -           -
                                                      -----------  -----------  ----------

  CASH, END OF PERIOD                                 $  703,123   $        -   $ 703,123
                                                      ===========  ===========  ==========

  Supplemental Cash Flow Information
             Cash Paid For : Interest                 $        -   $        -   $       -
                                                      ===========  ===========  ==========

            Cash Paid For : Income Taxes              $        -   $        -   $       -
                                                      ===========  ===========  ==========
</TABLE>

                    See accompanying notes to financial statements.

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

ORGANIZATION
------------

The  Company  was  incorporated  in the State of Nevada, U.S.A., on November 30,
2001.
                                       30
<PAGE>

On  April 15, 2004, the Company reorganized as follows: i) changed its  name  to
Battle  Mountain  Gold  Exploration  Corp.; ii) affected a  10:1  forward  stock
split;  iii)  increased  its  authorized  shares  to  two  hundred
million(200,000,000)  shares  of common stock; iv)reauthorized the  par value of
$0.001 per share of common stock; v)reauthorized ten million (10,000,000) shares
of  preferred stock; and vi) reauthorized the  par  value  of  $0.001  per share
of  preferred  stock.

Prior  to  the  forward  stock  split,  400,000  (pre-split)  common shares were
cancelled  and  returned  to  treasury.  All  references  in  the  accompanying
financial  statements  to the number of common shares and per-share amounts have
been  restated  to  reflect  the  forward  stock  split.

On September 9, 2004 the Company acquired 11,640,000 shares (100%) of the issued
and outstanding common stock of Battle Mountain Gold Exploration, Inc., a Nevada
corporation,  ("Battle  Mountain")  in  exchange  for  11,640,000  newly  issued
treasury  shares of the Company's common stock.  In connection with the Exchange
Agreement,  certain  Battle  Mountain shareholders entered into a stock purchase
agreement with two of the company's former directors to purchase an aggregate of
11,000,000  additional  common  shares  of the Company.  The transaction will be
considered  to  be  a reverse acquisition and a recapitalization of the Company.
Therefore,  the  accounting  history  presented  is  that  of  Battle  Mountain.

Battle  Mountain  was  incorporated  under  the  laws  of the State of Nevada on
January  7, 2004 for the purpose to promote and carry on any lawful business for
which  a  corporation may be incorporated under the laws of the State of Nevada.
The  company  has  been in the exploration stage since its formation and has not
yet  realized  any revenues from its planned operations. It is primarily engaged
in  the  acquisition  and  exploration  of mining properties. Upon location of a
commercial  mineable  reserve,  the  company  expects to sell, lease or actively
prepare  the  site  for  its  extraction  and  enter  a  development  stage.

                                       31
<PAGE>

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
------------------------------------------------------------

PRINCIPLES OF CONSOLIDATION
---------------------------

The  accompanying  consolidated financial statements include the accounts of the
Company  and  its  subsidiary  Battle Mountain. Investments in which the Company
does  not have a majority voting or financial controlling interest are accounted
for  under the equity method of accounting unless its ownership constitutes less
than  a  20%  interest  in  such  entity for which such investment would then be
included  in  the  consolidated financial  statements  on  the  cost method. All
significant  inter-company  transactions  and  balances  have been eliminated in
consolidation.

ACCOUNTING METHOD
-----------------

The  Company's  financial  statements  are prepared using the accrual method of
accounting.  Expenses  are  recognized when incurred. Fixed assets are stated at
cost.  Depreciation  and  amortization  are  calculated  using the straight-line
method and accelerated methods for income tax purposes. A total of $186 has been
recorded  for  depreciation  in  the  financial  statements for the period ended
December  31,  2004.

MINERAL PROPERTY OPTION PAYMENTS AND EXPLORATION COSTS
------------------------------------------------------

The  Company  expenses  all  costs related to the maintenance and exploration of
mineral claims in which it has secured exploration rights prior to establishment
of  proven  and probable reserves.  To date, the company has not established the
commercial  feasibility  of  its exploration prospects, therefore, all costs are
being  expensed.

CONCENTRATIONS
--------------

Financial  instruments that potentially subject Battle Mountain Gold Exploration
Corp.  (the  Company) to concentrations of credit risks consist of cash and cash
equivalents.  The  Company  places  its cash and cash equivalents at well-known,
quality  financial  institutions.
                                       32
<PAGE>

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
------------------------------------------------------------

USE OF ESTIMATES
----------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities,  and disclosure of
contingent  assets  and liabilities at the date of the financial statements, and
the  reported amounts of revenues and expenses for the reporting period.  Actual
results  could  differ  from  these  estimates.

INCOME TAXES
------------

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for Income Taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability approach for financial accounting, and reporting on income
taxes.  If it is more likely than not that some portion or all of a deferred tax
asset  will  not  realized,  a  valuation  allowance  is  recognized.

CASH AND CASH EQUIVALENTS
-------------------------

The  Company  considers  all  highly  liquid debt instruments with a maturity of
three  months  or  less at the time of purchase to be cash equivalents. Cash and
cash  equivalents  consist  of  checking  accounts  and  money  market  funds.

EARNINGS PER COMMON SHARE
-------------------------

The  Company  adopted Financial Accounting Standards SFAS No.128, "Earnings Per
Share,"  which  simplifies  the computation of earnings per share requiring the
restatement  of  all  prior  periods.

Basic  earnings  per  share  are  computed  on the basis of the weighted average
number  of  common  shares  outstanding  during  each  year.

Diluted  earnings  per  share  are computed on the basis of the weighted average
number  of  common  shares  and  dilutive  securities  outstanding.  Potentially
issuable  common  shares  related  to warrants and options are excluded from the
calculation  of  fully  diluted  loss per share because their inclusion would be
anti-dilutive.
                                       33
<PAGE>

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
------------------------------------------------------------

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

In  January  2003, the Emerging Issues Task Force ("EITF") issued EITF Issue No.
00-21,  ACCOUNTING  FOR  REVENUE  ARRANGEMENTS  WITH MULTIPLE DELIVERABLES. This
consensus  addresses  certain aspects of accounting by a vendor for arrangements
under  which  it  will  perform  multiple  revenue-generating  activities,
specifically,  how  to  determine  whether  an  arrangement  involving  multiple
deliverables  contains more than one unit of accounting. EITF Issue No. 00-21 is
effective  for  revenue  arrangements  entered  into in fiscal periods beginning
after June 15, 2003, or entities may elect to report the change in accounting as
a  cumulative-effect  adjustment.  The  adoption of EITF Issue No. 00-21 did not
have  a  material  impact  on  the  Company's  financial  statements.

In  April  2003,  the  FASB  issued  SFAS No. 149, AMENDMENT OF STATEMENT 133 ON
DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES,  which  amends  and clarifies
accounting  for derivative instruments, including certain derivative instruments
embedded  in  other  contracts,  and  for hedging activities under SFAS No. 133.
SFAS  No. 149 is effective for contracts entered into or modified after June 30,
2003 and for hedging relationships designated after June 30, 2003.  The adoption
of  SFAS  No. 149 will not have an impact on the Company's financial statements.

In  May  2003,  the  FASB  issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS  WITH  CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY.  SFAS No. 150
changes  the  accounting  guidance for certain financial instruments that, under
previous  guidance,  could  be classified as equity or "mezzanine" equity by now
requiring  those  instruments  to be reported as liabilities.  SFAS No. 150 also
requires  disclosure  relating  to the terms of those instruments and settlement
alternatives.  SFAS No. 150 is generally effective for all financial instruments
entered  into  or modified after May 31, 2003, and is otherwise effective at the
beginning  of  the  first  interim  period  beginning  after  June 15, 2003. The
adoption  of  SFAS  No.150  did  not  have  an  impact  on  Company's financial
statements.

In December 2004, the FASB issued SFAS No. 153, EXCHANGES OF NONMONETARY ASSETS.
The  guidance in APB Opinion No. 29, ACCOUNTING FOR NONMONETARY TRANSACTIONS, is
based  on the principle that exchanges of non-monetary assets should be measured
based  on the fair value of the assets exchanged.  This Statement amends Opinion
29  to  eliminate the exception for non-monetary exchanges of similar productive
assets  and  replaces  it with a general exception for exchanges of non-monetary
assets  that  do  not  have  commercial  substance.  A non-monetary exchange has
commercial  substance  if  the  future  cash flows of the entity are expected to
change
                                       34
<PAGE>

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
------------------------------------------------------------

RECENT  ACCOUNTING  PRONOUNCEMENTS  (CON'T)
--------------------------------------------

significantly  as a result of the exchange. The adoption of SFAS No. 153 did not
have  an  impact  on  the  Company's  financial  statements.

In  December  2004,  the  FASB issued SFAS No. 123, SUMMARY OF STATEMENT NO. 123
(REVISED  2004).  This  Statement  is  a  revision  of  FASB  Statement No. 123,
ACCOUNTING  FOR  STOCK-BASED COMPENSATION. This Statement supersedes APB Opinion
No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and its related implementation
guidance.  This  Statement  establishes  standards  for  the  accounting  for
transactions  in  which  an entity exchanges its equity instruments for goods or
services.  It  also addresses transactions in which an entity incurs liabilities
in  exchange  for  goods  or  services  that  are based on the fair value of the
entity's  equity  instruments  or  that  may be settled by the issuance of those
equity  instruments.  This  Statement  focuses  primarily  on  accounting  for
transactions in which an entity obtains employee services in share-based payment
transactions.  This  Statement  does  not  change  the  accounting  guidance for
share-based  payment  transactions with parties other than employees provided in
Statement  123  as  originally  issued  and EITF Issue No. 96-18, ACCOUNTING FOR
EQUITY  INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN
CONJUNCTION WITH SELLING, GOODS OR SERVICES. The Company is currently evaluating
the  provisions  of SFAS 123(R) and the impact that it will have on future share
based employee compensation programs.

NOTE 2 - MARKETABLE SECURITIES
------------------------------

Pursuant  to  SFAS  115  "Accounting for Certain Investments in Debt and Equity
Securities"  management determines the appropriate classification of investment
securities  at  the  time they are acquired and evaluates the appropriateness of
such  classification  at  each  balance  sheet date. The classification of those
securities  and  the  related  accounting  policies  are  as  follows:

Trading  securities:  Trading  securities are held for resale in anticipation of
short-term  (generally  90  days or less) fluctuations in market prices. Trading
securities,  consisting  primarily  of  actively  traded  equity securities, are
stated  at  fair value. Realized and unrealized gains and losses are included in
income.
                                       35
<PAGE>

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 2 - MARKETABLE SECURITIES (CON'T)
---------------------------------------

Available-for-sale-securities:  Available-for-sale  securities  consist  of
marketable  equity  securities  not  classified  as  trading  securities.
Available-for-sale  securities  are stated at fair value, and unrealized holding
gains  and  losses,  net  of  the related deferred tax effect, are reported as a
separate  component  of  stockholders'  equity.

Dividends  on  marketable  equity  securities  are  recognized  in  income  when
declared.  Realized  gains  and losses are determined on the basis of the actual
cost  of  the  securities  sold.

Marketable  securities consist of a listed common stock with a fair market value
based  on specific identification of $35,800 as of December 31, 2004. Unrealized
losses  as  of  December  31,  2004  were  $24,500.

NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

As of December 31, 2004 the Company had issued promissory notes to the directors
and  officers  of  the  Company  in  the  amount  of  $125,696.  The  notes  are
non-interest  bearing,  unsecured  and  due  on  demand.

On  November  10, 2004 the Company issued a promissory note to an officer of the
Company in the amount of $50,000.  This note is non-interest bearing, and is due
and  payable  in  full  on  November  1,  2005.

The Company entered into an employment agreement with an officer/director of the
Company  at  rate  of  $7,500  per  month.

NOTE 4-PROPERTY, PLANT AND EQUIPMENT
------------------------------------

Property, plant and equipment consist of the following:

                                                       ACCUMULATED
                              USEFUL   DEPRECIATION   DEPRECIATION    NET BOOK
                    COST       LIFE       EXPENSE        EXPENSE       VALUE
--------------------------------------------------------------------------------

Equipment            382       3yrs          43            43          339

Furniture          2,142       5yrs         143           143        1,999
                   -----                    ---           ---        -----
TOTAL              2,524                    186           186        2,338
                   -----                    ---           ---        -----
                                       36
<PAGE>

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 5- NET EARNINGS (LOSS) PER SHARE OF COMMON STOCK
-----------------------------------------------------

The computation of earning (loss) per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements consisting of the following:

<TABLE>
<CAPTION>

                               For the Year Ended
                               December 31, 2004
                               ==================
<S>                                    <C>
Basic Loss per share:
Loss   (numerator)                  $  (319,203)
Shares (denominator)                 19,391,667
                               ==================
Per Share Amount                    $     (0.02)
                               ==================
Fully Diluted Earnings per share:
Loss   (numerator)                  $  (319,203)
Shares (denominator)                 19,391,667
                               ==================
Per Share Amount                    $     (0.02)
                               ==================

</TABLE>

NOTE 6 - MINERAL PROPERTY INTEREST
----------------------------------

In  October 2004, Pediment Gold LLC ("Pediment"), the Company's joint venture
with  Nevada  Gold  Exploration  Solutions,  L.L.C.,  a Nevada limited liability
company  ("NGXS"),  entered  into  a  binding  letter  agreement  (the "Letter
Agreement")  with  Placer  Dome  U.S.  Inc.("Placer  Dome")for  exploration  and
development on unpatented mining claims located in north-central Nevada during a
three-year  period beginning on October 21,2004 (the "Earn-In Period"). Pursuant
to  the  Letter  Agreement,  Pediment  has a right to earn a 70% interest in the
mining  claims  after  Pediment  incurs  an  aggregate  of  $1  million  in work
expenditures  on  the  mining  claims  during  the  Earn-In  Period  as follows:

     -    $50,000  during  the period October 21, 2004 through October 21, 2005;
     -    $250,000  during the period October 21, 2005 through October 21, 2006;
          and
     -    $700,000  during the period October 21, 2006 through October 21, 2007.
                                       37
<PAGE>
                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 6 - MINERAL PROPERTY INTEREST (CON'T)
-------------------------------------------

After Pediment earns a 70% interest in the mining claims, it may be obligated to
enter  into a joint venture agreement with Placer Dome.  Pediment's interest in
the  mining claims will be subject to Placer Dome's right to earn an additional
40%  interest  upon  the  payment  of  $3  million to Pediment or to convert its
interest  into  an  interest  in  5%  of  net  returns.

On  September  16,  2004,  Pediment  entered  into  a ten-year mining lease (the
"Mining  Lease")  with a rancher covering approximately 2,225 acres of land in
Humboldt  County,  Nevada.  Pediment  made an initial payment of $25,000 when it
entered  into  the mining lease.  Retention of the Mining Lease is predicated on
annual  payments  of  $15,000  per  year  for  three years, and $20,000 per year
thereafter.  In  addition,  Pediment is required to pay the rancher a royalty of
3%  of Net Smelter Returns from production, if any, from the land covered by the
Mining  Lease.

During the year ended December 31, 2004 the Company entered into a joint venture
agreement  with  NGXS  to  form Pediment to engage in gold exploration in Nevada
using  a proprietary water chemistry database developed by NGXS.  As of the year
ended  December  31,  2004,  the  Company  paid  an  aggregate  of $425,000, of
which $325,000 is a non-refundable  first installment towards acquiring a 70%
interest into Pediment as  part  of an agreed initial contribution of $3,250,000
(the  "Initial Contribution").

As  of  December 31, 2004, in order to earn an interest in Pediment, the Company
was  required  to  agree  to  make  the  following  additional  payments:

     -    $840,000  which  was  completed  in  January  2005,  and  upon  its
          expenditure,  will  give  the  Company  an  interest  of  50%.
     -    $385,000  due  on July 1, 2005, which, upon its expenditure, will give
          the  Company  a  55%  interest.
     -    $385,000  due  on  November 1, 2005, which, upon its expenditure, will
          give  the  Company  a  60%  interest.
     -    $1,315,000  due  on  April  1, 2006, which, upon its expenditure, will
          give  the  Company  a  70%  interest.

The  Company  will  earn the interests as set forth above after Pediment expends
the  amount  paid  by  the  Company  on  operating  costs.
                                       38
<PAGE>

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 7 - FEDERAL INCOME TAX
---------------------------

The  Company  has  adopted  FASB  109  to  account for income taxes. The Company
currently  has  no  issues  that  create  timing  differences that would mandate
deferred  tax  expense. Net operating losses would create possible tax assets in
future years. Due to the uncertainty as to the utilization of net operating loss
carry-forwards  an  evaluation  allowance has been made to the extent of any tax
benefit  that  net  operating  losses  may  generate.

The  Company  has  incurred  a loss of ($319,203) that can be carried forward to
offset  future earnings if conditions of the Internal Revenue Code are met. This
net  operating  loss  carry-forward  will  expire in the year 2024. This loss is
presented  as  follows:

Current tax Asset value Net Operating
Loss Carry-forward at Current Prevailing
Adjusted Federal Tax Rate of 34%:                               $ 108,529
Evaluation Allowance                                             (108,529)
                                                                ----------

Net Tax Asset                                                   $       -
                                                                ==========
 Current Income Tax Expense                                     $       -
 Deferred Income Tax Benefit                                            -

NOTE 8 - GOING CONCERN
----------------------

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable  to  a  going concern, which contemplates the
realization  of  assets  and  liquidation of liabilities in the normal course of
business.  Currently,  the  Company  does  not  have  an  established  source of
revenues  sufficient to cover its operating costs and to allow it to continue as
a going concern.  The Company does not currently possess a financial institution
source  of financing and the Company cannot be certain that its existing sources
of  cash  will  be  adequate  to  meet its liquidity requirements.  However, the
Company is seeking to secure additional mining interests and commence generating
sufficient  revenue to continue operations and fund its ongoing development. The
Company's future capital requirements will depend on its ability to successfully
implement  these  initiatives.
                                       39
<PAGE>

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 9 - SUBSEQUENT EVENTS
--------------------------

In  January  2005, the Company paid an aggregate of $740,000 to Pediment. It had
previously  paid an accumulated total of $425,000 to Pediment.  The Company will
earn  a  50% interest in Pediment after Pediment expends $1,165,000. In February
2005,  the Company and NGXS amended the operating agreement  regarding  Pediment
which  resolved a dispute between them that had resulted  in a Notice of Default
from NGXS to the Company and claims by NGXS which  suggested  that  the  Company
was  in  breach  of  the  operating agreement regarding  Pediment.  The  amended
operating  agreement  provides,  among other things,  that  two  of eleven areas
identified  by Pediment will become the sole site  specific  project obligations
between  the  Company  and  NGXS under Pediment. The amended operating agreement
also  provides  for  the  establishment of a savings account for the Company and
specific  controls regarding such savings account and Pediment's  bank  account.
The controls establish the instances in which funds may be transferred into, out
of  and  between  the  accounts.

On  January  12,  2005  the  directors  of the company retroactively ratified an
employment  agreement  with  an  officer/director  that  calls  for a payment of
services  at  a rate of $7,500 per month commencing from January 1, 2004 but not
payable  until  the  Company  is  fully  vested  into  Pediment.  In  2004,  the
officer/director  had  been  granted an option to purchase 500,000 shares of the
Company's  common stock with an exercise price of $0.99 per share and a vesting
date  of  May  31,  2010. The Company and the officer/director may terminate the
agreement  at  any  time.  If  termination takes place prior to May 31, 2005 the
option  will  be  accelerated  so  that  it  is  fully  vested  on  the  date of
termination.

NOTE 10 - STOCKHOLDERS' EQUITY
------------------------------

In  January 2004, the Company issued 7,000,000 shares of common stock to initial
investors  at  $.02  per  share.  Accordingly,  common  stock  and  additional
paid-in-capital  have  been  charged  $7,000  and  $115,000,  respectively.

In  May  2004,  the  Company issued 4,640,000 shares of common stock for cash at
$.08  per  share.  Common stock and additional paid-in-capital have been charged
$4,640  and  $353,360,  respectively.

In  October  2004, the Company issued 900,000 shares of common stock for cash at
$.47  per  share.  The  total  cash amount received by the Company was $425,000.

In  November  2004,  the  Company  sold an aggregate of 450,000 shares of common
stock  to  four  (4) individual investors for an aggregate of $450,000 (or $1.00
per  share).  In  February  2005,  the  Company changed the terms of the sale to
provide  for 900,000 shares for an aggregate of $450,004 (or approximately $0.50
per  share).  In  April  2005,  the Company agreed to accept $100,000 less of an
investment  from  one  of  the  investors.  As  a result of these changes in the
original  terms  of  the sale, the Company received $350,004 for an aggregate of
700,000  shares.
                                       40
<PAGE>

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 11 - STOCK OPTION PLAN
---------------------------

On  December  15,  2004,  the  Company  approved  and  adopted  the  2004 - 2005
Non-Qualified  Stock  Option Plan, which allows for the Company to grant options
to purchase shares of the Company's common stock.  The maximum number of shares
that  may  be  optioned  under the plan is 3,500,000.  The plan became effective
with  its  adoption  and  remains  in effect for ten years, however, the current
options  expire  five  years from the date on which they vest, unless terminated
earlier.  Options  granted  under  the  plan  vest  on  May  31,  2005.

<TABLE>
<CAPTION>

                                                                 2004 Stock Plan
                                                   -----------------------------
                                                                      Weighted
                                                                       Average
                                                      Amount  of      Exercise
                                                        Shares          Price
                                                   ---------------   -----------
<S>                                                        <C>            <C>
    Outstanding at January 7, 2004                               -             -
    Options Granted                                      1,000,000     $     .99
    Options Exercised                                            -             -
    Options Canceled                                             -             -
                                                   ---------------   -----------
      Options Outstanding at December 31, 2004           1,000,000     $     .99
                                                   ===============   ===========
      Options Exercisable at December 31, 2004                         $     .99
                                                   ===============   ===========

</TABLE>

The  Company, in accordance with Statement of Financial Accounting Standards No.
123,  "Accounting for Stock-Based Compensation", no expense was recognized for
the  period  ended  December  31,  2004.  The fair value of the option grant was
established  at  the  date of grant using the Black-Scholes option pricing model
with  the  following  assumptions:

                                                  December 31, 2004
                                                  -----------------
     Five Year Risk Free Interest Rate                  4.0%
     Dividend Yield                                       0%
     Volatility                                          60%
     Average Expected Term (Years to Exercise)          .42

Employee  stock  options  outstanding  and  exercisable  under  this  plan as of
December  31,  2004  are:

<TABLE>
<CAPTION>

                                       Weighted        Average                         Weighted
                    Number of          Average         Remaining         Number        Average
Range of            Options            Exercise        Contractual       of Options    Exercise
Exercise Price      Granted            Price           Life (Years)      Vested        Price
--------------      ---------          --------        -----------       ----------    ---------
<S>                   <C>                <C>             <C>                <C>            <C>
..99               1,000,000            $    .99                4.92               -     $    .99

</TABLE>

                                       41
<PAGE>

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

     There  were  no  disagreements  or reportable events in connection with the
Company's  change in accountants from Morgan & Company, Chartered Accountants to
Chisholm,  Bierwolf  &  Nilson,  LLC, Certified Public Accountants, which change
took effect on January 4, 2005.  The Company disclosed the change in accountants
on  Form  8-K  and  Form 8-K/A filed with the Commission on January 7, 2005, and
January  11,  2005,  respectively.

ITEM 8A.     CONTROLS AND PROCEDURES.

     (a)  Evaluation  of disclosure controls and procedures. The Company's chief
executive  officer  and  chief  financial  officer,  after  evaluating  the
effectiveness  of the Company's "disclosure controls and procedures" (as defined
in  the  Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this annual report (the "Evaluation Date"), have concluded that as of
the  Evaluation  Date, the Company's disclosure controls and procedures were (a)
not  adequately  designed  to  ensure  that  material information required to be
disclosed  by  the  Company  in  the  reports that it files or submits under the
Exchange Act of 1934 is recorded, processed, summarized and reported, within the
time  periods  specified  in  the  Commission's  rules  and  forms,  and (b) not
effective to ensure that the information was accumulated and communicated to the
Company's  management  to allow timely decisions regarding required disclosures.
The material weakness, as observed by management in February and March 2005, was
that,  in  the  opinion  of  management, the assignments and work were not being
completed  by  our accountants in a timely manner, such that the Company and its
auditor  would  have  the  financial  data  required in order to timely meet its
filing  and  reporting  obligations under the Exchange Act. The Company believes
these  problems  began  in  the  first  quarter  2005.  The Company's management
believes  the  delay  in getting the necessary information and work product from
our  accountant  and  auditor  was  due in large part to the fact that they were
located  outside  the  U.S.  and were foreign entities, and this seemed to cause
time  delays  in  getting  work completed. Our chief executive officer and chief
financial  officer  took  immediate  steps  by obtaining a consulting accountant
(Wayne  Richardson,  CPA)  and engaging another accounting firm (Mark Bailey and
Company)  to prepare our financial statements for timely audit and review by our
principal  independent  accountant  and  to  integrate  the financial accounting
systems  for  the  Company. We also obtained a domestic local auditor, Chisholm,
Bierwolf  and  Nilson.  Our  chief executive officer and chief financial officer
believe that these measures have improved our disclosure controls and procedures
and made them effective in in regard to timely accumulation and communication of
financial information and data.

     (b)  Changes  in  internal  control over financial reporting. There were no
changes  in  the  Company's internal control over financial reporting during the
fourth  fiscal  quarter  that  materially affected, or were reasonably likely to
materially affect, the Company's internal control over financial reporting.

ITEM 8B.     OTHER INFORMATION.

     Form  8-K,  Item  3.02 Unregistered Sales  of  Equity  Securities
     -----------------------------------------------------------------

     In December 2004, the Company granted options to James E. McKay and Mark D.
Kucher pursuant to their employment agreements to purchase 500,000 shares of the
Company's  common  stock with an exercise price of $0.99 per share and a vesting
date  of  May  31, 2005. Mr. McKay serves as the Company's President pursuant to
his  employment  agreement.  Mr.  Kucher serves as the Company's Chief Executive
Officer  and  Chairman  of  the  Company's  board  of  directors pursuant to his
employment agreement. In April 2005, the Company's board of directors amended
the terms  of  their  options to vest in their entirety on April 15, 2005, at an
amended  exercise price of $0.40 per share. The Company claims an exemption from
registration  afforded by Section 4(2) of the Act since the foregoing grants did
not  involve  a  public  offering, the recipients had access to information that
would  be  included  in a registration statement, took the shares for investment
and  not  resale and the Company took appropriate measures to restrict transfer.

     SUBSEQUENT EVENTS
     -----------------

     In  February  2004, we amended the terms of a sale of stock that we made in
November  2004.  In  November  2004,  we  sold an aggregate of 450,000 shares of
common  stock  to four (4) individual investors for an aggregate of $450,000 (or
$1.00  per share). In February 2005, we changed the terms of the sale to provide
for  900,000  shares  for  an  aggregate of $450,004 (or approximately $0.50 per
share).  In  April 2005, we agreed to accept $100,000 less of an investment from
one  of the investors. As a result of these changes in the original terms of the
sale,  we  received  $350,004  for an aggregate of 700,000 shares. The spouse of
Mark  Kucher,  the  Company's  Chief  Financial  Officer  and  a Director of the
Company, purchased 40,000 of these shares.

     In April 2005, we amended the terms of the options granted to Mr. McKay and
Mr.  Kucher  to provide for an exercise price of $0.40 per share, a vesting date
of  April  15,  2005,  and a termination date of April 15, 2010. In addition, we
approved the grant of options to each of our directors, which includes Mr. McKay
and  Mr.  Kucher,  to  purchase  300,000 shares of common stock with an exercise
                                       42
<PAGE>

                                    PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

The Directors and Executive Officers of the Company are as follows:

NAME                   AGE     POSITION                     SINCE
----                   ---     --------                     -----

James E. McKay          58     Chief Executive Officer,     September 2004
                               President, Secretary,
                               Treasurer and Director

Mark D. Kucher          45     Chief Financial Officer      April 2004
                               and Director

Wade A. Hodges          53     Director                     September 2004

Brian M. Labadie        52     Director                     November 2004

Anthony E. W. Crews     55     Director                     November 2004

BIOGRAPHICAL  INFORMATION

     JAMES  E. MCKAY, has served as the Company's President since June 2004. Mr.
McKay  began  formally  serving  as  the  Company's,  Chief  Executive  Officer,
Secretary and Treasurer in September 2004. From July 1992 to May 2004, Mr. McKay
was  a  Manager  and  Director  of  Miramar Mining Corporation's, American Eagle
Resources  and managed the Golden Eagle Mine in Storey Co. in Nevada. During the
same  period,  Mr.  McKay  served  as  a  director  of Aurex, a Canadian-Chilean
partnership  involved  in  acquisitions  and  the ownership and management of an
underground  copper-gold  mine  in  Chile.  From February 1989 to July 1993, Mr.
McKay  was  a  self-employed Consultant. Mr. McKay has over thirty (30) years of
foreign  and  North  American  exploration  and  operational  experience.  His
experience  has included corporate directorships and exploration, operations and
reclamation  management.  In  1979,  following  six years as a field exploration
geologist  in Africa, Colombia, Mexico, and North America, he was designated the
on-site  manager  of  Homestake  Mining  Corporation's  McLaughlin  exploration
project,  from  its inception through the announcement of the discovery of the 3
million  ounces  gold  deposit.  Mr.  McKay  holds  a  Masters  in  Business
Administration  and  a Bachelor of Science degree in Geological Engineering both
from  the  University  of  Nevada.

     MARK  D.  KUCHER, has served as a Director of the Company and the Company's
Chief  Financial Officer since April 2004. From April 2004 to September 2004, he
was  also  the  Company's  President,  Chief  Executive  Officer,  Secretary and
Treasurer.  Mr.  Kucher  has served as a Director of British Swiss since January
1992,  acting  on  behalf  of  Swiss pension funds in the disposition of various
resource  investments  in  Canada,  predominantly in oil and gas and gold mining
Mark  has commercial, business development and corporate finance experience with
an  emphasis  in  the mining industry. Mr. Kucher has also had various positions
with  investment  banks  and  brokerage  firms. Mr. Kucher holds an MBA from the
University  of  Western  Ontario  and  a  Bachelor  of  Commerce degree from The
University  of  Manitoba.

                                       43
<PAGE>

     WADE  A.  HODGES,  has  served as a Director of the Company since September
2004.  Mr. Hodges has worked as a self-employed Consulting Exploration Geologist
to  the gold mining industry since December 1996. Mr. Hodges has twenty-six (26)
years  of  successful,  educational and professional, field-oriented exploration
experience.  During  the  twelve  (12)  years from 1984 through 1996, Mr. Hodges
worked  for  Santa  Fe  Pacific  Gold  Corporation  ("Santa  Fe") in a number of
challenging  staff  and  management  positions  as  a  valued  member of various
national and international exploration and development teams, which were largely
responsible for the resulting growth of Santa Fe. Mr. Hodges holds a Bachelor of
Science  degree  in  Geology  and a Master of Science degree in Economic Geology
from Oregon State University. He has also participated in numerous other courses
and seminars directed primarily toward the discovery and development of economic
hydrothermal  gold deposits. Mr. Hodges is a member of the Geological Society of
America,  the  Society  for  Economic  Geologists,  the  Society  for  Mining,
Metallurgy,  and  Exploration,  Inc.,  the Geological Society of Nevada, and the
American  Institute  of  professional  Geologists.

     BRIAN M. LABADIE,  has  served  as a Director of the Company since November
2004.  Mr. Labadie currently serves as Executive Vice-President, Chief Operating
Officer  of  Miramar  Mining  Corporation  ("Miramar"), a foreign private issuer
engaged in the exploration and development of  gold  bearing  mineral properties
in  northern  Canada  in  the  Northwest  Territories and Nunavut. From November
1997  to  December  2003, prior to being promoted, Mr. Labadie served as Senior-
Vice  President, Operations of Miramar.  Mr.  Labadie  has  over thirty years of
experience in the mining industry including the  last seven years with  Miramar.
Mr.  Labadie  is  also a Director of Crown Resources  Corporation,  a  reporting
company  engaged  in  precious  metals exploration in the Western United States.
Mr.  Labadie  holds  a Bachelor of Science degree in geological engineering from
the University of Toronto.

     ANTHONY E. W. CREWS, has served as a Director of the Company since November
2004.  Mr.  Crews has owned and served as the Principal of both The Mines Group,
Inc.  and  Crews  Engineering,  Inc.  since  January  1997.  Mr.  Crews has over
twenty-nine  (29)  years  of  experience  in  Civil,  Mining,  and Environmental
Engineering.  Mr.  Crews  holds a Bachelors degree in Civil Engineering from The
University  of  the  Witwatersrand.  Mr.  Crews  is  a  member  of the following
organizations:  Society  of  Mining  and  Metallurgical Engineers, USA; American
Society  of  Civil  Engineers, USA; Aircraft Owners and Pilots Association, USA;
Royal Ocean Racing Club, London, UK; Nevada Mining Association; National Council
of  Examiners  for  Engineering  and  Surveying.  Mr.  Crews  is  a  Registered
Professional  Engineer  in  California,  Nevada,  Arizona  and  Hawaii.

     There  are  no  family  relationships  among  our  executive  officers  and
directors.

The  Company  is  not  aware of the occurrence during the last five years of any
events  described  in  Item 401(d) (involvement in certain legal proceedings) of
Regulation  S-B  under  the  Securities Act regarding our executive officers and
directors.

                                       44
<PAGE>

     Employment  Agreements
     ---------------------

     Effective June 1, 2004, James E. McKay entered into an employment agreement
with  the Company pursuant to which Mr. McKay serves as the Company's President.
Pursuant to the employment agreement, Mr. McKay receives a base salary of $7,500
per  month  and  three  (3)  weeks  of paid vacation. Pursuant to the employment
agreement,  Company's board of directors had also granted Mr. McKay an option to
purchase  500,000  shares  of the Company's common stock at an exercise price of
$0.99  per share that was to vest in its entirety on May 31, 2005, provided that
if  the  Company  terminated  Mr.  McKay's employment prior to May 31, 2005, the
option  was to automatically vest in its entirety on the date of termination. In
April  2005,  the  Company's board of directors amended the terms of Mr. McKay's
option  to  vest in its entirety on April 15, 2005, at an amended exercise price
of  $0.40  per  share.  Mr.  McKay  and the Company may terminate the employment
agreement  at  will,  provided,  however,  that  if  the  Company terminates the
employment  agreement  for  any reason, or if Mr. McKay and the Company mutually
decide  to terminate the agreement at any time before the third anniversary date
of the agreement, the Company will pay Mr. McKay a severance at his then current
salary  through  the  third  anniversary  date  upon  such  termination.

     Mark  D.  Kucher  and  the  Company  entered  into  an employment agreement
pursuant to which Mr. Kucher serves as the Company's Chief Financial Officer and
as  a  Director  of  the  Company. The terms of the agreement provide that it is
retroactively effective on January 1, 2004. Mr. Kucher receives a base salary of
$7,500  per month, effective retroactively from January 2004 that is not payable
until  the  Company  is  fully  vested in Pediment. Mr. Kucher has the option to
receive  his  salary  in  shares,  at market value, at any time. Mr. Kucher also
receives three (3) weeks of paid vacation. Pursuant to the employment agreement,
Company's  board of directors had also granted Mark Kucher an option to purchase
500,000  shares  of the Company's common stock at an exercise price of $0.99 per
share  that  was  to  vest in its entirety on May 31, 2005, provided that if the
Company terminated Mr. Kucher's employment prior to May 31, 2005, the option was
to automatically vest in its entirety on the date of termination. In April 2005,
the  Company's  board  of  directors amended the terms of Mr. Kucher's option to
vest  in  its  entirety on April 15, 2005, at an amended exercise price of $0.40
per  share. Mr. Kucher and the Company may terminate the employment agreement at
will, provided, however, that if the Company terminates the employment agreement
for  any  reason,  or if Mr. Kucher and the Company mutually decide to terminate
the  agreement  at  any time before the third anniversary date of the agreement,
the  Company  will pay Mr. Kucher a severance at his then current salary through
the  third  anniversary  date  upon  such  termination.

DIRECTORS' COMPENSATION

     In  April  2005,  the  Company's  board  of directors approved the grant of
options  to each of its directors to purchase 300,000 shares (or an aggregate of
1,500,000  shares) of the Company's common stock with an exercise price of $0.40
per  share  and  a  vesting  date  of  April  15,  2005.

TERM OF OFFICE

     The  Directors of the Company are appointed for a period of one (1) year or
until  such  time  as  their replacements have been elected by the shareholders.
The  officers  of  the  Company are appointed by our board of directors and hold
office  until  they  are  removed  by  the  Board.

                                       45
<PAGE>

AUDIT COMMITTEE

     The  Company  does  not have a standing audit committee, an audit committee
financial expert, or any committee or person performing a similar function.  The
Company currently has an accumulated deficit and no revenues.  If the Company is
able  to  raise sufficient financing in the future, then the Company will likely
form  an  audit  committee  and  other  committees.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of  the  Exchange  Act,  as amended, requires the Company's
directors,  executive  officers  and persons who own more than 10% of a class of
the  Company's  equity securities which are registered under the Exchange Act to
file  with the Commission initial reports of ownership and reports of changes of
ownership of such registered securities.  Such executive officers, directors and
greater  than  10%  beneficial  owners  are required by Commission regulation to
furnish  the  Company  with  copies  of  all  Section  16(a) forms filed by such
reporting  persons.

     To  the Company's knowledge, based solely on a review of the copies of such
reports  furnished  to  the Company and on representations that no other reports
were  required,  no  person required to file such a report failed to file during
the  fiscal  year covered by this report.  Based on stockholder filings with the
Commission,  James  E. McKay, Mark D. Kucher, Wade A. Hodges, Brian Labadie, and
Anthony  E.  W.  Crews  are  subject  to  Section  16(a)  filing  requirements.

CODE OF ETHICS

     The  Company  has  adopted  a  code of ethics that applies to the Company's
principal  executive  officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions.  Persons wishing
to  make  such a request should contact James E. McKay, Chief Executive Officer,
One  East  Liberty  Street,  6th  Floor,  Reno,  Nevada  89504,  (775) 686-6081.

ITEM 10.     EXECUTIVE COMPENSATION.

     The following table sets forth information concerning the compensation paid
by the Company to: (i) the Chief Executive Officer, and (ii) all persons serving
as  the Company's Chief Executive Officer or acting in a similar capacity at any
time  during  the  last  completed fiscal year, except for the person serving in
such  capacity  prior  to  the  Acquisition,  which  person  did not receive any
compensation.  The  Company  did  not  have any other "Named Executive Officers"
within  the  meaning  of  Item  402  of Regulation S-B under the Securities Act.

                                       46
<PAGE>

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

Name and Principal                                            Long Term Compensation
Position                          Annual Compensation(1)
                                                                      Awards
                                                             Restricted    Securities
                                                               Stock       Underlying
                              Year     Salary(2)    Bonus     award(s)   Options/SARs(5)
                                         ($)          ($)       ($)          (#)
<S>                           <C>        <C>          <C>       <C>          <C>
James E. McKay               2004     $90,000(3)      --         --         500,000
CEO, President
Secretary, Treasurer
and Director

Mark D. Kucher               2004     $90,000(4)      --         --         500,000
CFO, Director and former
CEO

<FN>

(1)  The  Company  does  not provide any fringe benefits other than vacation pay
     and stock options pursuant to employment agreements with James E. McKay and
     Mark  D. Kucher.
(2)  Represents  yearly  salary  and  is  not  prorated.
(3)  Mr. McKay received $52,500 of cash compensation during 2004 pursuant to his
     employment  agreement  which  became  effective  on  June  1,  2004.
(4)  The Company accrued Mr. Kucher's salary pursuant to an employment agreement
     which  was  entered  into  in  January 2005, but which became retroactively
     effective  on  January  1,  2004.
(5)  Pursuant  to  their  employment  agreements,  Mr. McKay and Mr. Kucher each
     received an option to purchase 500,000 shares of the Company's common stock
     with  an  exercise  price  of $0.99 per share and a vesting date of May 31,
     2005.  In  April  2005,  the  Company  amended  the terms of the options to
     provide  for  an  amended  exercise price of $0.40 per share and an amended
     vesting  date  of  April  15,  2005.  In April 2005, the Company's board of
     directors  approved  the  grant  of options to each of its directors, which
     include  Mr.  McKay  and  Mr.  Kucher,  to  purchase  300,000 shares of the
     Company's  common  stock  with  an  exercise price of $0.40 per share and a
     vesting  date  of  April  15,  2005.

</TABLE>

Fiscal Years 2002, 2003 and 2004
--------------------------------

     No salaries were paid during 2002, 2003 and 2004 to the Company's prior
Chief Executive Officer, Dana Neill Upton.

     The  following  table  sets forth information concerning options granted to
our  Named  Executive  Officers  during the fiscal year ended December 31, 2004.

<TABLE>
<CAPTION>

                      OPTION GRANTS IN LAST FISCAL YEAR(1)
                      ------------------------------------
                               (INDIVIDUAL GRANTS)
                               -------------------

                            Number of      Percent of
                            securities     total options
                            underlying     granted to      Exercise or
                            options        employees in    base price      Expiration
Name                        granted (#)    fiscal year     ($/Sh)          date(2)
----                       -----------     -----------     -----------     -------------
<S>                            <C>            <C>              <C>            <C>

James E. McKay, CEO            500,000             50%     $      0.99      May 31, 2010

Mark D. Kucher, CFO,
and former CEO                 500,000             50%     $      0.99      May 31, 2010

<FN>

(1)  The  Company  did  not  have  any  stock appreciation rights ("SARs") as of
     December  31,  2004.
(2)  The terms of the grant provided for an exercise price of $0.99 per share, a
     vesting  date  of  May 31, 2005, and an expiration date of May 31, 2010;
     provided that if the option recipient was terminated prior to May 31, 2005,
     the option would automatically vest on the date of termination. In April
     2005,  the  Company amended the terms of the grant to provide for an
     exercise price of $0.40 per share, a vesting date of April 15, 2005, and an
     expiration  date of April 15, 2010. Mr. McKay and Mr. Kucher are allowed to
     exercise  the  options through the date of expiration in the event they are
     terminated  without  cause.

</TABLE>
                                       47
<PAGE>

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
             RELATED STOCKHOLDER MATTERS.

     The  following  table  sets  forth  information  as of April 15, 2004, with
respect to the beneficial ownership of the common stock by (i) each director and
officer  of  the  Company,  (ii) all directors and officers as a group and (iii)
each  person  known  by the Company to own beneficially 5% or more of the common
stock:

<TABLE>
<CAPTION>

Name and Address             Shares of Common Stock
of Beneficial Owners          Beneficially Owned(1)
--------------------
                                Number     Percent
                                ------     -------
<S>                              <C>        <C>
Mark Kucher                   9,350,000 (2)  22.4%
1725 Knox Road
Vancouver, B.C. V6T 1S4

James E. McKay               5,500,000  (3)  13.2%
One East Liberty Street,
6th Floor
Reno, Nevada 89504

Wade A. Hodges               2,400,000  (4)   5.8%
14370 Riata Circle
Reno, Nevada 89521

Kenneth Tullar               2,300,000  (5)   5.6%
101 Brownstone Drive
Reno, Nevada 89512

Brian Labadie                  300,000  (6)     *%
24138 Fern Crescent
Maple Ridge, BC, Canada
V4R 2S1

Anthony E. W. Crews            300,000  (7)     *%
1325 Airmotive Way
Suite 175U
Reno, Nevada 89502

All officers and directors   17,850,000 (8)  41.0%
as a group (5 people)

* Less than 1%.

<FN>

(1)  The  number  of shares of common stock owned are those "beneficially owned"
     as  determined  under  the rules of the Commission, including any shares of
     common  stock  as to which a person has sole or shared voting or investment
     power  and  any  shares  of  common stock which the person has the right to
     acquire  within  60  days  through  the  exercise of any option, warrant or
     right.  As  of April 15, 2005, there were 41,030,000 shares of common stock
     outstanding.
(2)  Includes  3,160,000, 1,000,000, 1,000,000 and 40,000 shares of common stock
     owned  by  Bug  River,  British  Swiss  Investment Corp. ("British Swiss"),
     Warrior Resources Corp. ("Warrior"), and Mr. Kucher's spouse, respectively.
     Mark  Kucher is a director and shareholder of Bug River, British Swiss, and
     Warrior.  Also  includes  an option to purchase 800,000 shares at $0.40 per
     share  that  vested  on  April  15,  2005.
(3)  Includes  an  option  to  purchase  800,000  shares at $0.40 per share that
     vested  on  April  15,  2005.
(4)  Includes  an  option  to  purchase  300,000  shares at $0.40 per share that
     vested  on  April  15,  2005.
(5)  Includes  an  option  to  purchase  200,000  shares at $0.40 per share that
     vested  on  April  15,  2005.
(6)  Represents  an  option  to  purchase 300,000 shares at $0.40 per share that
     vested  on  April  15,  2005.
(7)  Represents  an  option  to  purchase 300,000 shares at $0.40 per share that
     vested  on  April  15,  2005.
(8)  Includes  options  described  in  footnotes  (2),  (3),  (4),  (6) and (7).

</TABLE>

                                       48
<PAGE>

CHANGE IN CONTROL

     We  are  unaware  of  any  arrangement  or  understanding  that  may,  at a
subsequent  date,  result  in  a  change  of  control  of  our  Company.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     We believe that all prior related party transactions have been entered into
upon  terms  no  less  favorable  to  us  than those that could be obtained from
unaffiliated  third  parties.  Our reasonable belief of fair value is based upon
proximate  similar  transactions  with  third  parties or attempts to obtain the
consideration  from  third  parties.

     Effective June 1, 2004, James E. McKay entered into an employment agreement
with  the Company pursuant to which Mr. McKay serves as the Company's President.
Pursuant to the employment agreement, Mr. McKay receives a base salary of $7,500
per  month  and  three  (3)  weeks of paid vacation.  Pursuant to the employment
agreement,  Company's board of directors had also granted Mr. McKay an option to
purchase  500,000  shares  of the Company's common stock at an exercise price of
$0.99  per share that was to vest in its entirety on May 31, 2005, provided that
if  the  Company  terminated  Mr.  McKay's employment prior to May 31, 2005, the
option was to automatically vest in its entirety on the date of termination.  In
April  2005,  the  Company's board of directors amended the terms of Mr. McKay's
option  to  vest in its entirety on April 15, 2005, at an amended exercise price
of  $0.40  per  share.  Mr.  McKay  and the Company may terminate the employment
agreement  at  will,  provided,  however,  that  if  the  Company terminates the
employment  agreement  for  any reason, or if Mr. McKay and the Company mutually
decide  to terminate the agreement at any time before the third anniversary date
of the agreement, the Company will pay Mr. McKay a severance at his then current
salary  through  the  third  anniversary  date  upon  such  termination.

     Mark  D.  Kucher  and  the  Company  entered  into  an employment agreement
pursuant to which Mr. Kucher serves as the Company's Chief Financial Officer and
as  a  Director  of  the  Company. The terms of the agreement provide that it is
retroactively effective on January 1, 2004. Mr. Kucher receives a base salary of
$7,500  per month, effective retroactively from January 2004 that is not payable
until  the  Company  is  fully  vested in Pediment. Mr. Kucher has the option to
receive  his  salary  in  shares,  at market value, at any time. Mr. Kucher also
receives three (3) weeks of paid vacation. Pursuant to the employment agreement,
Company's  board of directors had also granted Mark Kucher an option to purchase
500,000  shares  of the Company's common stock at an exercise price of $0.99 per
share  that  was  to  vest in its entirety on May 31, 2005, provided that if the
Company terminated Mr. Kucher's employment prior to May 31, 2005, the option was
to automatically vest in its entirety on the date of termination. In April 2005,
the  Company's  board  of  directors amended the terms of Mr. Kucher's option to
vest  in  its  entirety on April 15, 2005, at an amended exercise price of $0.40
per  share. Mr. Kucher and the Company may terminate the employment agreement at
will, provided, however, that if the Company terminates the employment agreement
for  any  reason,  or if Mr. Kucher and the Company mutually decide to terminate
the  agreement  at  any time before the third anniversary date of the agreement,
the  Company  will pay Mr. Kucher a severance at his then current salary through
the  third  anniversary  date  upon  such  termination.

                                       49
<PAGE>

     Wade  A. Hodges, a Director of the Company and the beneficial owner of 5.8%
of the Company's common stock, owns a forty percent (40%) membership interest in
NGXS.  Kenneth  Tullar,  the  beneficial  owner  of 5.6% of the Company's common
stock,  owns a twenty percent (20%) membership interest in NGXS. As contemplated
by  the  Joint  Venture, Battle Mountain and NGXS formed Pediment to explore the
Nevada  great  basin  physiographic  area  using  a  proprietary water chemistry
database  developed  by  NGXS.  Mr.  Hodges  and  Mr.  Tullar provide geological
services to the Joint Venture. They each currently receive a flat rate of $8,000
per  month  from Pediment for services that they provides to Pediment as well as
reimbursement  of  their actual expenses, and for each day that they work in the
field,  a  per  diem  of  $125 per day. The Company and NGXS came to the current
terms  regarding  Mr.  Hodges's  and Mr. Tullar's payment as part of the Amended
Operating  Agreement entered into in February 2005. During the period covered by
this  report, Mr. Hodges and Mr. Tullar were each receiving $400 per day and the
$125  per  diem.  Mr. Hodges and Mr. Tullar received an aggregate of $59,700 and
$55,300,  respectively,  for  services  that  they provided to the Joint Venture
during  the  period  covered  by  this  report.

     As  of  December 31, 2004, the Company had note payable to related party of
$125,696  which  represents amounts owed to the Company's executive officers and
directors  which  are  due  on  demand  and  do  not  bear  interest.

     As  of  December  31,  2004,  the  Company had short-term notes of $150,000
consisting  of  $100,000  received  from  an  investor who, in 2005, the Company
allowed to reduce his investment from $300,000 to $200,000, and $50,000 received
from by Mark Kucher, the Company's Chief Financial Officer and a Director of the
of the Company, as a non-interest bearing loan payable no later than November 1,
2005.

     In  April  2005,  the  Company's  board  of directors approved the grant of
options  to each of its directors to purchase 300,000 shares (or an aggregate of
1,500,000  shares) of the Company's common stock with an exercise price of $0.40
per  share  and  a  vesting  date  of  April  15,  2005.

ITEM 13.     EXHIBITS.

EXHIBIT NO.     DESCRIPTION OF EXHIBIT
-----------     ----------------------

2.1(1)          Exchange Agreement

3.1(2)          Articles of Incorporation

3.2(2)          By-Laws

3.3(3)          Certificate of Amendment to the Articles of Incorporation

10.1(1)         Exploration Agreement with Nevada Gold Exploration Solutions,
                LLC, including Members' Agreement and Operating Agreement
                regarding Pediment Gold, LLC

10.2(1)         Employment Agreement with James E. McKay

10.3(1)         Amended Initial Contribution Schedule

10.4(4)         Employment Agreement with Mark Kucher

10.5*           2004 - 2005 Non-Qualified Stock Option Plan

10.6(5)         Short Form of Exploration and Development Agreement
                of Pediment Gold, LLC

10.7(6)         Amendment  to  Operating  Agreement  of Pediment Gold LLC

10.8(7)         Mining Lease Agreement with Tomera Ranches, Inc.

14.1*           Code of Ethics

16.1(8)         Letter  from  Morgan  &  Company,  Chartered  Accountant

21*             Subsidiaries of Battle Mountain Gold Exploration Corp.

31.1*           Certification by Chief Executive Officer pursuant to 15 U.S.C.
                Section 7241, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002

31.2*           Certification by Chief Financial Officer pursuant to 15 U.S.C.
                Section 7241, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002

32.1*           Certification by Chief Executive Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002

32.2*           Certification by Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002

                                       50
<PAGE>

(1)  Filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to the Company's
     Form 8-K filed with the Commission on November 19, 2004, and incorporated
     by reference.
(2)  Filed  as  Exhibits 3.1 and 3.2, respectively, to the Company's Form SB-2/A
     filed  with  the  Commission on August 29, 2003, and incorporated herein by
     reference.
(3)  Filed  as  Exhibits 3.1 to the Company's Form 8-K filed with the Commission
     on  April  29,  2004,  and  incorporated  herein  by  reference.
(4)  Filed  as  Exhibit  10.5  to  the  Company's  Form  10-QSB  filed  with the
     Commission on January 24, 2005, and incorporated by reference.
(5)  Filed  as  Exhibit 10.1 to the Company's Form 8-K filed with the Commission
     on January 7, 2005, and incorporated herein by reference.
(6)  Filed  as  Exhibit 10.2 to the Company's Form 8-K filed with the Commission
     on February 28, 2005, and incorporated herein by reference.
(7)  Filed  as  Exhibit  10.7  to  the  Company's  Form 10-QSB  filed  with  the
     Commission on March 30, 2005, and incorporated by reference.
(8)  Filed  as  Exhibit  16.1  to  the  Company's  Form  8-K/A filed with the
     Commission  on  January  11,  2005, and incorporated by reference.

* Previously filed

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     The  Acquisition  is  being  accounted  for  as  a  reverse  merger  and
recapitalization  whereby  Battle  Mountain,  the  operating  company  which was
incorporated  on  January  7,  2004, is the continuing entity for all accounting
purposes.

AUDIT FEES

     The  aggregate  fees billed for the period from January 7, 2004 to December
31,  2004,  for  professional  services rendered by the principal accountant for
review of financial statements included in our Forms 10-QSB or services that are
normally  provided by our principal accountant in connection  with statutory and
regulatory  filings or engagements for this period was $5,613.  As of the filing
of  this  report  we  had  not  been  billed  for  audit of our annual financial
statements for the period from January 7, 2004 to December 31, 2004.

     Prior to the Acquisition, and our adoption of the fiscal year end of Battle
Mountain, our fiscal year end was July 31. The aggregate fees billed for each of
the fiscal years ended July 31, 2004 and 2003 for professional services rendered
by the principal accountant for the audit of our annual financial statements and
review of financial statements included in our Forms 10-QSB or services that are
normally  provided  by our principal accountant in connection with statutory and
regulatory  filings  or  engagements  for  this  period  was  $5,520 and $2,475,
respectively.

AUDIT RELATED FEES

None.

TAX FEES

None.

ALL OTHER FEES

None.

                                       51
<PAGE>

                                   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.

                              BATTLE  MOUNTAIN  GOLD  EXPLORATION  CORP.

                              By:  /s/ James  E.  McKay
                                 ----------------------
                              Name:  James  E.  McKay
                              Title: Chief  Executive  Officer  and
                                     Director
                              Date:  September 2, 2005

     In  accordance  with the Exchange, 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
---------                     -----                              -----

By: /s/ James E. McKay        Chief Executive Officer,         September 2, 2005
    ------------------
    James E. McKay            President, Secretary, Treasurer
                              and Director

By: /s/ Mark D. Kucher        Chief Financial Officer          September 2, 2005
    -----------------
    Mark Kucher               and Director

By: /s/ Anthony E. W. Crews   Director                         September 2, 2005
    -----------------------
    Anthony E. W. Crews

                                       52
<PAGE>