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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-KSB

x ANNUAL REPORT
  PURSUANT TO 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 _____ to _____

Commission file number 000-50180

CARLETON VENTURES CORP.
  (Exact Name of Registrant as Specified in Its Charter)

|NEVADA                          | 98-0365605                          
|------------------------------- | ------------------------------------
|(State or Other Jurisdiction of | (I.R.S. Employer Identification No.)
|Incorporation or Organization)  |                                     

Suite 306 -1140 Homer Street, Vancouver, B.C. V6B 2X6
  (Address of Principal Executive Offices, Including Postal Code)

(604) 689-1659
  (Registrant’s Telephone Number, Including Area Code)

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

|Title of Each Class | Name of Exchange on Which Registered
|------------------- | ------------------------------------
|None                | None                                

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

Common Stock
  (Title of Each Class)

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

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

State issuers revenues for its most recent fiscal year. Nil

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

$1,183,350 as of April 6, 2005

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

5,640,500 as of April 6, 2005

2

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CARLETON VENTURES CORP. 
  FORM 10 -KSB 
  TABLE OF CONTENTS

|Item 1.    | DESCRIPTION OF BUSINESS                                                                                               | 4 
|---------- | --------------------------------------------------------------------------------------------------------------------- | --
|           |                                                                                                                       |   
|Item 2.    | DESCRIPTION OF PROPERTY                                                                                               | 10
|           |                                                                                                                       |   
|Item 3.    | LEGAL PROCEEDINGS                                                                                                     | 11
|           |                                                                                                                       |   
|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                                                       | 12
|           |                                                                                                                       |   
|Item 7.    | FINANCIAL STATEMENTS                                                                                                  | 14
|           |                                                                                                                       |   
|Item 8.    | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
      ON ACCOUNTING AND FINANCIAL DISCLOSURE                            | 24
|           |                                                                                                                       |   
|Item 8A    | CONTROLS AND PROCEDURES                                                                                               | 24
|           |                                                                                                                       |   
|Item 9.    | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
      AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT | 25
|           |                                                                                                                       |   
|Item 10.   | EXECUTIVE COMPENSATION                                                                                                | 27
|           |                                                                                                                       |   
|Item 11.   | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT                                                  | 28
|           |                                                                                                                       |   
|Item 12.   | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                        | 30
|           |                                                                                                                       |   
|Item 13.   | EXHIBITS, AND REPORTS ON FORM 8-K                                                                                     | 31
|           |                                                                                                                       |   
|Item 14.   | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                                | 32
|           |                                                                                                                       |   
|SIGNATURES |                                                                                                                       | 33

3

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Item 1.     DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-KSB under “Item 1.
  Business”, “Item 2. Properties”, “Item 3. Legal Proceedings”,
  and “Item 7. Management’s Discussions and Analysis of Financial
  Condition and Results of Operations” and elsewhere constitute “forward-looking
  statements” within the meaning of the Private Securities Litigation Reform
  Act of 1995 (the “Reform Act”). Such forward-looking statements
  involve known and unknown risks, uncertainties and other factors which may cause
  the actual results, performance or achievements of Carleton Ventures Corp.,
  a company organized under the laws of Nevada (the “Company”) to
  be materially different from any future results, performance or achievements
  expressed or implied by such forward-looking statements. Such factors include,
  among others, the following: general economic and business conditions; competition;
  success of operating initiatives; the success (or lack thereof) with respect
  to the Company’s exploration and development operations on its properties;
  the Company’s ability to raise capital and the terms thereof; the acquisition
  of additional properties; changes in business strategy or development plans;
  future rental revenues; exploration and other property write-downs as hereinafter
  defined; the continuity, experience and quality of the Company’s management;
  changes in or failure to comply with government regulations or the lack of government
  authorization to continue the Company’s projects; and other factors referenced
  in the Form 10-KSB. The use in this Form 10-KSB of such words as “believes”,
  “plans”, “anticipates”, “expects”, “intends”,
  and similar expressions are intended to identify forward-looking statements,
  but are not the exclusive means of identifying such statements. The success
  of the Company is dependent on the efforts of the Company, its employees and
  many other factors including, primarily, its ability to raise additional capital
  and establishing the economic viability of any of its exploration properties.

General Information

The Company is an exploration stage company engaged in the
  acquisition, exploration and development of mineral properties. The Company
  has an interest in the property described below under the heading "History and
  Development of the Company" and “Description of Property”. The Company
  has commenced exploration work on the Burner Hills property in order to ascertain
  whether the Burner Hills property possesses commercially developable quantities
  of gold and other precious minerals. There can be no assurance that a commercially
  viable mineral deposit, or reserve, exists on the Burner Hills property until
  appropriate exploratory work is done and a comprehensive evaluation based on
  such work concludes legal and economic feasibility.

History and Development of the Company

Carleton Ventures Corp. (“Carleton” or the “Company”)
  purchased a 100% interest in fourteen unpatented mineral claims located in Elko
  County in the State of Nevada from Senate Capital Group Inc. in March 2001.
  Carleton paid a purchase price of $10,051.88 and issued 1,500,000 shares
  of common stock to Senate Capital Group in consideration for these mineral claims.
  Mr. John Rice, consulting geologist, prepared an initial geological report on
  the Burner Hills mineral claims in December 2000. This initial geological report
  summarized the information from previous exploration of the mineral claims and
  recommended exploration procedures on the mineral claims.

Carleton entered into the mineral property purchase agreement
  with Senate Capital Group on March 14, 2001. Under the terms of this agreement,
  Carleton acquired title to the Burner Hills mineral claims and the December
  2000 geological report prepared by Mr. Rice in a non-arms-length transaction.
  Carleton paid to Senate Capital Group the amount of $10,051.88 and issued
  to Senate Capital Group a total of

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1,500,000 shares of common stock in consideration for this
  acquisition. The total consideration issued to Senate Capital Group was based
  on the determination of the value of the Burner Hills mineral claims as being
  equal to $25,051.88 as of March 14, 2001. This determination was a subjective
  determination made by the board of directors based on several factors, including
  the cost to acquire the mineral claims, the subjective assessment by the board
  of directors of the results of the December 2000 geological report received
  from Mr. Rice and the subjective assessment by the board of directors of the
  market for prospective gold exploration properties of similar merit in the region
  of the Burner Hills minerals claims. The board of directors did not obtain or
  consider any evaluation of the Burner Hills mineral claims made by any arms-length
  party in making this subjective determination. Accordingly, we can give investors
  no assurance that the value of the Burner Hills mineral claims arrived at by
  the board of directors is representative of the fair market value of the Burner
  Hills mineral claims. The cash consideration of $10,051.88 paid to Senate
  Capital Group was based on the cost paid by Senate Capital Group to acquire
  the mineral claims from Mr. Rice. The share consideration issued was based on
  the last sales price of Carleton’s common stock of $0.01 per share,
  for total share consideration of $15,000.

Geological Reports

Carleton received an initial geological evaluation report
  on the Burner Hills mineral claims prepared by Mr. John A. Rice and dated December
  2000. Mr. Rice is a graduate of the Colorado State University and holds a Bachelors
  of Science degree in Geology (1978) and a Masters of Science degree in Economic
  Geology (1984) from the Colorado State University. Mr. Rice is a member of the
  Geological Society of Nevada and the Society of Economic Geologists. Carleton
  received this December 2000 geological report upon the acquisition of the Burner
  Hills mineral claims. Carleton received updated reports from Mr. Rice dated
  August, 2002 outlining the results of Phase I and Phase II, and October, 2003
  incorporating the results of exploration work by Mr. Rice on phase three of
  the geological work program recommended by Mr. Rice.

The purpose of the initial geological report was to summarize
  the information from the previous exploration of the mineral claims and to recommend
  exploration procedures on the mineral claims. The initial geological report
  summarizes the results of the history of the exploration of the mineral claims,
  the regional and local geology of the mineral claims and the mineralization
  and the geological formations identified as a result of the prior exploration.

The Burner Hills property is situated in northwestern Elko
  County, Nevada, on the northern extension of the Carlin Gold trend and its intersection
  with the northeast striking Getchell Gold trend. The Burner Hills property is
  located 25 kilometers (16 miles) north-northeast of Midas. It is located in
  section 12 of unsurveyed T41N, R47E. The property is accessed via a two-track
  dirt road from County Road 18, a well maintained gravel road that provides access
  to Midas from either Winnemucca, 136 kilometers (85 miles) to the west, or Elko
  to the east.

History of the Property

The history of the exploration of the mineral claims is summarized
  in the geological report that we obtained from Mr. Rice. The following summary
  of the exploration history of the mineral claims is based on Mr. Rice’s
  description.

The earliest activity in the district began in the 1880's
  when miners extracted silver-lead ore from the Mint mine. In 1893 mining operations
  ceased and then a period of renewed activity took place in the 1930's and 1940's.
  More recent exploration activity by Placer Dome was conducted in 1987-1988.
  Due to the discovery of a new deposit in the historic mining district of Midas,
  companies began exploring the area in 1996 and 1997. Anomalous gold and silver
  assays from rock chips collected by the author encouraged the staking of the
  14 lode mining claims in the district in November 2000.

Geology of the Burner Hills Property

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In his geological report Mr. Rice concludes that there are
  three veins that have the potential of hosting economic gold and silver mineralization
  on the Burner Hills mineral claims. Economic mineralization is the presence
  of mineralization on our mineral claims in sufficient quantity and concentration
  and in an accessible location that would justify the commercial extraction of
  these minerals through an operating mine. Economic mineralization would be identified
  by delineation of a body of ore by drilling and/or underground sampling to demonstrate
  that the ore body has a sufficient tonnage and average grade of metals to justify
  commercial extraction.

The quartz veins identified on the Burner Hills mineral claims
  are present within volcanic and sedimentary rocks present on the Burner Hills
  mineral claims. A quartz vein is a body of quartz rock, frequently long and
  narrow, that may contain gold. Quartz veins that host gold, silver and base
  metal mineralization are typical of a low sulfidation, epithermal hot-springs
  gold system. A low sulfidation, epithermal hot-springs gold system is a gold
  deposit formed by hot-springs activity with low sulfur content.

The primary area of exploration interest on the Burner Hills
  mineral claims is the area of the Mint Mine, where historic production of silver
  and lead began in the 1880’s. The Mint mine is an abandoned mine located
  on the Burner Hills mineral claims. The Mint mine is located on a quartz vein
  known as the Mint vein. The Mine vein refers to a quartz vein identified on
  the Burner Hills mineral claims. Prospect pits and quartz vein material associated
  with the Mint vein occur on the surface of the Burner Hills mineral claims over
  an extent of 450 meters (approximately 1500 feet). A parallel vein to the south
  of the Mint vein has also been identified on the Burner Hills mineral claims.
  Mineralization occurring at the junctions of the identified veins are primary
  exploration targets because of the possibility of locating high grade gold and
  silver deposits at these structurally prepared intersections.

Mr. Rice notes in his updated report that recent successes
  in Nevada have occurred in old mining districts with drilling below zones of
  historic production. The Burner Hills property has this type of potential, and
  thus, Mr. Rice concludes that it should be thoroughly explored.

Exploration Program

Phase I of the planned exploration work on the property was
  completed during the 2001 field season. This consisted of geologic mapping and
  rock chip sampling. Phase II consisted of a soil orientation grid and was completed
  in the summer of 2002. A fill-in soil grid to compliment the soil orientation
  grid was completed in August of 2003; this was part of Phase III.

Phase III of the work program consisted of the soil geochemistry
  orientation survey. A soil geochemistry orientation survey involves the identification
  of elements or suite of elements present in soil sampled from the mineral claims
  with the objective of assessing the geology of the mineral claims. Carleton
  proceeded with a portion of this recommended third phase of the exploration
  program during the 2003 field season at a cost of $3,170. This work program
  was completed by Mr. Rice as our consulting geologist.

Conclusions and Recommendations

Samples collected by Mr. Rice from the Burner Hills mineral
  claims during phase one of Carleton’s exploration program show that the
  area of the mineral claims is anomalous in gold and highly anomalous with silver,
  with the best results in the northeast striking veins, the Mint vein and the
  parallel vein to the south of the Mint vein. Assay results from these rock chip
  samples indicate that a mineralized system containing gold and silver is present.
  An assay is a chemical analysis of a rock sample to determine the amounts of
  metals in the rock sample and to test the rock sample for mineral composition,
  purity and weight. Anomalous concentrations of gold and silver are defined as
  concentrations of gold and silver that are statistically significantly greater
  than the base concentrations of gold and silver that would be expected to be
  found in the bedrock. The best assay results are from the Mint vein and the
  parallel vein

6

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identified to the south of the Mint claim. The assay results
  indicating a mineralized system containing gold and silver are important as
  we would not proceed to further stages of exploration on the Burner Hills property
  without assay results indicating mineralization in rock samples taken from the
  surface of the property.

Based on these assay results, Mr. Rice recommended a further
  three phase geological work program. This recommendation was based on the conclusion
  of Mr. Rice that the assay results were indicative of a gold and silver mineralized
  system below the surface of the Burner Hills mineral claims. The second and
  third phases of this exploration program were recommended in order to better
  identify exploration targets. The fourth phase would consist of a modest drilling
  program of a minimum of three holes.

Carleton accepted the recommendations of the phase one updated
  geological report and proceeded to complete the second phase of the recommended
  exploration program in the summer of 2002. Mr. Rice visited the site of the
  mineral claims and completed the gathering of samples for analysis as part of
  this phase of exploration. The second phase included the completion of a detailed
  orientation soil grid. Carleton received the geological report from Mr. John
  Rice summarizing the results of this second phase and giving further conclusions
  and recommendations in August 2002.

In his August 2002 geological report, Mr. Rice concluded that
  the results of the soil survey completed as part of the second phase show that
  there is a recognizable zone of mineralization present on the Burner Hills mineral
  claims. This zone is indicated by anomalous values of gold, silver and arsenic.
  Anomalous values of elements are concentrations that are statistically significantly
  greater than the base concentrations of elements that would be expected to be
  found in the bedrock. Mr. Rice concluded that these anomalies correlate with
  the Mint vein zone. Mr. Rice also concluded that the soil survey agrees with
  the geological map that the Mint vein is a discontinuous geological structure
  that trends from the old workings in the northeast to the southwestern edge
  of the property: a minimum distance of 900 metres (approximately 3000 feet).
  The gold soil map and silver soil map prepared by Mr. Rice as part of his August
  2002 report show that high values of gold and silver are confined to the Mint
  vein structure. Mr. Rice concluded that these results were encouraging and recommended
  proceeding to phase three of the recommended exploration program. Phase three
  involves completion of a soil survey and completion of an induced polarization
  geophysical survey. An induced polarization geophysical survey will involve
  the application of a current into the ground using a pair of electrodes and
  sampling of the results at various locations throughout the mineral claims.
  The results are then plotted on a map in order to map the lateral and vertical
  variations in electrical resistivity and chargeability of the minerals present
  on the claims. These results would then be interpreted by Mr. Rice. The data
  from this work would be used to define targeted locations for the drilling program
  to be completed as part of the fourth phase of exploration. The estimated cost
  of completion of this third phase was $13,000. This estimate included the
  costs associated with a geologist’s review of the work conducted and interpretation
  of results.

Part of the Phase III work program consisted of the soil geochemistry
  orientation survey, which was completed during the 2003 field season. In his
  geological report dated October, 2003, Mr. Rice recommended that future work
  be conducted in two phases: continuation of Phase III which would consist of
  the IP geophysical survey at a cost of $10,000 and Phase IV which would
  be to complete a modest drilling program consisting of a minimum of three drill
  holes.

Senate Capital Group, a private company controlled by Mr.
  Dennis Higgs, one of our directors, advanced to us $10,700 in 2004 to continue
  phase three of the exploration program. Of that amount, $7470 was available
  at year end to complete this program. Unless the Company is able to complete
  an equity financing, it is anticipated that the Company will have to borrow
  additional funds from Senate Capital Group.

If the Company proceeds to the fourth phase of the recommended
  exploration program, the estimated cost of completion of this fourth phase is
  $40,000. This estimate includes the costs associated with a geologist’s
  review of the work conducted and interpretation of results.

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The total cost to complete these two phases of the exploration
  program is thus estimated to be $50,000. Carleton’s working capital
  deficit position as of December 31, 2004 was $57,631. Accordingly, Carleton
  will require additional financing in order to complete the full four stage exploration
  program.

Each phase of the recommended work program would include a
  geological review and interpretation of the results of the phase. The geological
  review and interpretations required in each phase of the exploration program
  would be comprised of reviewing the data acquired and analyzing this data to
  assess the potential mineralization of the mineral claims. Geological review
  entails the geological study of an area to determine the geological characteristics,
  identification of rock types and any obvious indications of mineralization.
  The purpose of undertaking the geological review would be to determine if there
  is sufficient indication of mineralization to warrant additional exploration.
  Positive results at each stage of the exploration program would be required
  to justify continuing with the next phase. Such positive results would include
  the identification of the zones of mineralization.

Carleton will make a determination whether to proceed with
  phase four upon completion of phase three and review of the results of this
  third phase. In making this determination, Carleton will assess whether the
  results of phase three are sufficiently positive to warrant continuation through
  phase four of the exploration program. Any conclusions and recommendations will
  be based on the professional opinion of Mr. Rice or another independent geologist
  based on the results of the previous phases of exploration. Whether these conclusions
  and recommendations will warrant further investment will be based on many factors,
  including the price of gold, the market for shares of junior exploration companies,
  the market for financing of mineral exploration projects and the individual
  decisions of investors at the time of their evaluation of an investment. Given
  these factors, the Company can give investors no assurance as to what recommendations
  and conclusions arising from the results of phase three will be sufficiently
  positive for Carleton to proceed with further exploration.

If Carleton determines not to proceed with additional exploration
  on the Burner Hills mineral claims based on the results of phase three, then
  Carleton anticipates pursuing the acquisition of an interest in an additional
  mineral property. Carleton anticipates that any acquisition of an interest in
  an additional mineral property would be made by the acquisition of an option
  to acquire an interest in the mineral property that may be exercisable by completing
  exploration work on the property. Carleton anticipates that the acquisition
  of an option in a mineral property is a feasible plan of operations, as the
  Company’s financial resources may be insufficient to acquire a full ownership
  interest in a property of merit. There is no assurance that Carleton would be
  able to acquire an interest in any additional mineral properties or achieve
  the additional financing necessary to proceed with exploration if an interest
  in an additional mineral property is acquired. The Company has not entered into
  any project acquisition agreements at this time. There is no assurance that
  Carleton will be able to complete an acquisition if a mineral property is targeted.
  Further, Carleton will require additional funds in order to fund exploration
  activities if an acquisition is completed.

If Carleton is unable to secure a mineral or natural resource
  property for exploration, then Carleton would pursue the acquisition of another
  business or business asset. There is no assurance that Carleton would be able
  to acquire any interest in any other mineral or natural resource property or
  other business in view of the Company’s limited financial resources. Further,
  Carleton anticipates having to secure further financing in order to conduct
  any exploration on any mineral or natural resource property or business acquired.
  There is no assurance that Carleton would be able to secure the required financing
  or that the Company would achieve profitability if financing was completed.

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The following table summarizes the costs of proceeding with
  the geological exploration program recommended by the geological report:

PROPOSED BUDGET: BURNER HILLS

|PHASE III - GEOPHYSICS and SOIL GRID |             
|------------------------------------ | ------------
|IP Survey                            | $US10,000.00

Target definition and to explore for structures
  beneath volcanic rock  cover east of the range front.

|TOTAL PHASE III | $US10,000.00                       | 
|--------------- | ---------------------------------- | 
|                |                                    | 
|                | PHASE IV - DRILLING                | 
|                | Preparation                        | 
|                | Permitting                         | 
|                | Site prep and reclamation          | 
|                | Drilling(2000 feet @ $10 per foot) | 
|                | mob/demob                          | 
|                | Assays(400 @ $15 per sample)       | 
|                | Geologist(7 days @325 per day)     | 
|                | Reporting                          | 
|                | Contingency                        | 
|                |                                    | 
|                | TOTAL PHASE IV                     | 
|                |                                    | 
|                | TOTAL PHASE III and IV             | 

Certain Risk Factors

Early Stage Exploration Company

The exploration for and development of mineral deposits involves
  significant financial risks over a significant period of time that even a combination
  of careful evaluations, experience and knowledge may not eliminate. While exploration
  for minerals may result in substantial rewards, few properties that are explored
  are ultimately developed into producing mines. Major expenses are required to
  establish reserves by drilling and to construct mining and processing facilities
  at a site. It is impossible to know whether the current exploration programs
  of the Company will ultimately result in a profitable commercial mining operation.

Financial Risk

Prior to completion of the Company’s exploration programs,
  the Company anticipates that it will incur increased operating expenses without
  realizing any revenues. The Company expects to incur significant losses into
  the foreseeable future. If the Company is unable to generate significant revenues
  from exploration of its mineral claims and the production of minerals thereon,
  if any, the Company will not be able to earn profits or continue operations.
  There is no history upon which to base any assumption as to the likelihood that
  the Company will prove successful, and the Company can provide investors with
  no assurance that it will generate any operating revenues or ever achieve profitable
  operations.

Competition

The business of mineral exploration and mining is competitive
  in all of its phases. In the search for and acquisition of prospective mineral
  properties, the Company competes with other companies and individuals, including
  competitors having financial and other resources equal to or greater than that
  of the

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Company. The Company’s ultimate success will therefore
  depend on the extent to which its existing properties are developed, as well
  as its ability to compete for and acquire suitable producing properties or prospects
  for mineral exploration in the future, together with its ability to secure adequate
  financing.

Compliance With Government Regulations

All phases of the Company’s operation are subject to
  environmental regulation. Environmental legislation is evolving toward stricter
  standards and more vigorous enforcement, including increased fines and penalties
  for non-compliance. Regulatory requirements encompass more stringent environmental
  assessment of project proposals, and impose greater responsibilities on corporations
  and their directors, officers and employees. Future changes in environmental
  regulatory requirements may result in more complex, costly and time-consuming
  procedures. The operations of the Company and the further exploration and the
  development of its properties require various licenses and permits and will
  be subject to ongoing regulation. There can be no guarantee that the Company
  will be able to obtain or maintain all permits and licenses that may be required
  for its activities. Currently, the Company does not have any properties on which
  commercial mining operations are carried out.

Risks Associated With Mining

The Company’s operations are subject to all of the hazards
  and risks normally incident to the exploration for and development and production
  of precious minerals, any of which could result in damage for which the Company
  may be held responsible. Hazards such as unusual or unexpected rock formations,
  landslides, flooding or other adverse conditions may be encountered in the drilling
  and removal of material. While the Company may obtain insurance against certain
  risks in such amounts as it considers adequate, the nature of these risks is
  such that liabilities could exceed policy limits or could be excluded from coverage.
  There are also risks against which the Company cannot insure or against which
  it may decide not to insure. The potential costs which could be associated with
  any liabilities not covered by insurance or in excess of insurance coverage
  may cause substantial delays and require significant capital outlays, adversely
  affecting the Company’s earnings and competitive position in the future
  and potentially, its financial position.

Item 2.     DESCRIPTION OF PROPERTY

Carleton purchased fourteen unpatented mineral claims located
  in Elko County in the State of Nevada from Senate Capital Group Inc. in March
  2001.

The Burner Hills mineral claims were recorded with the Bureau
  of Land Management of the United States Department of the Interior under the
  following names and claim numbers:

|Name of Mineral Claim | Claim Number
|--------------------- | ------------
|                      |             
|Pepper  1             | NMC#822713  
|Pepper  2             | NMC#822714  
|Pepper  3             | NMC#822715  
|Pepper  4             | NMC#822716  
|Pepper  5             | NMC#822717  
|Pepper  6             | NMC#822718  
|Pepper  7             | NMC#822719  
|Pepper  8             | NMC#822720  
|Pepper  9             | NMC#822721  
|Pepper 10             | NMC#822722  
|Pepper 11             | NMC#822723  
|Pepper 12             | NMC#822724  
|Pepper 13             | NMC#822725  
|Pepper 14             | NMC#822726  

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Mr. Rice recorded these claims in November 2000 to cover the
  main area of potential gold and silver mineralization. Carleton is the legal
  and beneficial owner of title to the mineral claims, and no other person or
  entity has any interest in the mineral claims. The mineral claims are unpatented
  mineral claims that give us a property right to the minerals in the claims and
  the right to use the surface to extract minerals. Title to the land comprising
  the mineral claims and the surface resources is owned by the United States.

In order to maintain the mineral claims in good standing,
  Carleton must pay maintenance fees in lieu of completing exploration work with
  the Bureau of Land Management of the United States Department of the Interior.
  Currently, a maintenance fee of $100 per mineral claim must be paid in each
  year to maintain the mineral claims for an additional year. In total, Carleton
  must pay $1,400 per year to maintain the Burner Hills mineral claims in
  good standing for each year. However, Carleton paid $1750 to maintain the
  claims to September 2005, since there was a proposed increase to $125 per
  claim, which has since been retracted. Maintenance of our claims is automatic
  upon payment of the required maintenance fees. If Carleton fails to pay the
  maintenance fees, then the mineral claims will lapse and Carleton will lose
  all interest in these mineral claims. The Company maintained the mineral claims
  to September 1, 2005 by paying the required maintenance fees to the Bureau of
  Land Management in August, 2004.

Additional information regarding the Burner Hills claims is
  provided in Item 1 of this Annual Report entitled “ Description of Business”.

Item 3.     LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the
  Company or any of its subsidiaries is a party or to which any of their property
  is subject.

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

During this period covered by the Form 10-KSB, the Company
  did not submit any matters to the Company’s security holders to be voted
  upon.

Item 5.     MARKET FOR COMMON
  EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Company began trading May 6, 2004, on the OTC BB under
  the symbol CVTU. The following table lists the high, low, closing sales prices,
  and the volume of the Company’s common shares for the last eight fiscal
  quarters:

|For the Period Ending | High   | Low    | Close  | Volume
|--------------------- | ------ | ------ | ------ | ------
|12/31/04              | -0-    | -0-    | -0-    | -0-   
|09/30/04              | -0-    | -0-    | -0-    | -0-   
|06/30/04              | $ 0.10 | $ 0.10 | $ 0.10 | 50,000

As of March 27, 2005 there were 44 registered shareholders of the Company’s common stock.

Limited Public Market for Common Stock

11

---

There is presently a limited public market for our common stock in the over-the-counter market under the symbol "CVTU." We have not sold any of our shares without registration under the Securities Act of 1933 during this fiscal year covered by this
Annual Report.

Holders of Our Common Stock

As of the date of this Annual Report, there are forty-four (44) registered shareholders.

Dividends

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

| | 1. | We would not be able to pay our debts as they become
        due in the usual course of business; or                                                                                                                                              
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                   
| | 2. | Our total assets would be less than
        the sum of our total liabilities plus the amount that would be needed
        to satisfy the rights of shareholders who have preferential rights superior
        to those receiving the distribution.

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

Recent Sales of Unregistered Securities

We did not sell any securities without registration under
  the Securities Act of 1933 during our fiscal year ended December 31, 2004.

Item 6.     MANAGEMENT’S
  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operations

The Company has completed Phase I and Phase II of the exploration
  program on the Burner Hills property. The Company has commenced Phase III of
  the exploration program. The Company currently does not have sufficient funds
  to proceed with Phase IV of the exploration program. The total Phase III budget
  is $13,000. A fill-in soil grid to compliment the soil orientation grid
  was completed in August of 2003. To date the IP geophysical survey has not been
  conducted and would cost an additional US$10,000. Phase IV would be a 600
  meter (2000 feet) drilling program that would cost US$40,000. The total
  budget for completion of these two phases would be US$50,000. It is intended
  that John Rice, consulting geologist will perform the exploration activities
  on the Burner Hills property as directed by the Board of Directors.

The Company had cash on hand in the amount of $7,470 as
  of December 31, 2004. The Company may require additional funding to enable the
  Company to incur exploration expenditures on the Burner Hills property in order
  to complete Phase III of the recommended exploration program. In 2004 Senate
  Capital Group, a private company controlled by Mr. Dennis Higgs, one of our
  directors, advanced to us $10,700 to enable us to continue phase three of
  the exploration program. Of that amount, $7470 was available at year end
  to complete this program. We anticipate that we may be required to borrow additional
  amounts from Senate Capital Group.

Mr. John Rice has requested a quote for the cost and time
  frame available for the completion of the IP geophysical survey. The Company
  anticipates completing this survey in the spring of 2005.

12

---

The Company will require additional funding in the event that
  the Company determines to proceed with Phase IV of the exploration program.
  The anticipated cost of the Phase Four exploration program is $40,000 which
  is in excess of the projected cash reserves of the Company upon completion of
  Phase III of the exploration program. The Company anticipates that additional
  funding will be in the form of equity financing from the sale of the Company's
  common stock. There is no assurance that the Company will be able to achieve
  additional sales of its common stock sufficient to fund Phase Four of the exploration
  program.

If the Company does not secure additional financing, the Company
  will not be able to complete Phase IV of the exploration program. In the event
  that the Company is unable to obtain sufficient financing in this regard, it
  may be required to abandon the Burner Hills property and lose all rights thereto.
  The Company may consider bringing in a joint venture partner to provide the
  required funding, if the Company is unable to obtain the funding by itself and
  does not want to abandon the Burner Hills property. The Company has not undertaken
  any efforts to locate a joint venture partner for the Burner Hills property.
  In addition, there is no assurance that the Company would be able to locate
  a joint venture partner for the Burner Hills property who would assist the Company
  in funding the exploration of the Burner Hills property. The Company may pursue
  acquiring interests in alternate mineral properties in the event of termination
  of the Burner Hills property.

Although we are continuing with the exploration of the Burner
  Hills mineral property we are currently investigating other mineral resource
  properties. There is no assurance that Carleton will be able to complete an
  acquisition if a mineral property is targeted.

Results of Operations.

For the Year Ended December 31, 2004

The Company is in the exploration stage and has no revenues
  from operations in Fiscal 2004. None of its mineral properties have proven to
  be commercially developable and as a result, the Company has not generated any
  revenue from these activities. The Company capitalizes expenditures associated
  with the direct acquisition, evaluation and exploration of mineral properties.
  When an area is disproved or abandoned, the acquisition costs and related deferred
  expenditures are written-off.

The Company’s general and administrative expenses were
  $20,096 for the period ending December, 2004 compared to $26,916 for
  the period ending December, 2003. This is the Company’s fourth year of
  operations. The Company anticipates that general and administrative expenses
  will increase in Fiscal 2005 if the Company moves ahead with the further exploration
  of its mineral property or acquires an interest in additional mineral properties.

Liquidity and Capital Resources.

The Company's primary source of funds since incorporation
  has been through the issue of its common stock. The Company has no revenue from
  mining to date and does not anticipate mining revenues in the foreseeable future.

The Company does not know of any trends, demands, commitments,
  events or uncertainties that will result in, or that are reasonably likely to
  result in, the Company's liquidity either materially increasing or decreasing
  at present or in the foreseeable future. Material increases or decreases in
  the Company's liquidity are substantially determined by the success or failure
  of the Company's exploration programs or the future acquisition of projects.

The Company’s cash position at December 31, 2004 was
  $7,470.

The Company has not recorded any write-offs as of December
  31, 2004.

13

---

At December 31, 2004, the Company had a working capital deficit
  of $57,631.

In 2004, Senate Capital Group, a private company controlled
  by Mr. Dennis Higgs, one of our directors, has advanced to us $10,700 to
  enable us to continue phase three of the exploration program. Of that amount,
  $7470 was available at year end to complete this program. Any funds would
  be advanced to us as a loan repayable on demand without interest. We anticipate
  that we may be required to borrow additional amounts from Senate Capital Group.

The balance of the Company’s cash needs through the
  second half of Fiscal 2005 are expected to come from an equity financing. The
  Company intends to raise any required additional funds by selling equity securities.

Item 7.     FINANCIAL STATEMENTS

The Financial Statements of Carleton Ventures Corp., the Notes
  to Financial Statements and the Auditor's Report of Morgan & Company, chartered
  accountants, required by this Item 7 are included herewith to this Form 10-KSB.

Financials:

The Company’s audited Financial Statements, as described
  below, are incorporated as Item 7 of this Form 10-KSB filing

Report of Independent Registered Public Accounting Firm of
  Morgan & Company dated March 18, 2005.

Balance Sheets as at December 31, 2004 and 2003.

Statements of Operations for the years ended December 31,
  2004, 2003 and 2002

Statements of Cash Flows for the years ended December 31, 2004,
  2003 and 2002.

Statement of Stockholders’ Deficiency Notes to Financial
  Statements

14

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CARLETON VENTURES CORP.(An Exploration Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003(Stated in U.S. Dollars)

15

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Directors of 
  Carleton Ventures Corp. 
  (An exploration stage company)

We have audited the accompanying balance sheets of Carleton
  Ventures Corp. (an exploration stage company) as at December 31, 2004 and 2003,
  and the related statements of operations, cash flows, and stockholders’
  deficiency for the years ended December 31, 2004, 2003, and 2002, and for the
  cumulative period from May 26, 1999 (date of inception) to December 31, 2004.
  These financial statements are the responsibility of the Company's management.
  Our responsibility is to express an opinion on these financial statements based
  on our audits.

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

In our opinion, these financial statements present fairly,
  in all material respects, the financial position of the Company as at December
  31, 2004 and 2003, and the results of its operations and its cash flows for
  the periods indicated in conformity with United States generally accepted accounting
  principles.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1 to the
  financial statements, the Company incurred a net loss of $148,306 since
  inception, has not attained profitable operations and is dependent upon obtaining
  adequate financing to fulfil its exploration activities. These factors raise
  substantial doubt that the Company will be able to continue as a going concern.
  Management’s plans in regard to these matters are also discussed in Note
  1. The financial statements do not include any adjustments that might result
  from the outcome of this uncertainty.

|Vancouver, Canada
      March 18, 2005 | “Morgan & Company”
      Chartered Accountants
|-------------------------------------- | ----------------------------------------------

|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|Fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

16

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CARLETON VENTURES CORP.(An Exploration Stage Company)

BALANCE SHEETS(Stated in U.S. Dollars)

|                                                            |   | DECEMBER 31 |  
|----------------------------------------------------------- | - | ----------- | -
|                                                            |   | 2004        |  
|                                                            |   |             |  
|ASSETS                                                      |   |             |  
|                                                            |   |             |  
|Current                                                     |   |             |  
|Cash                                                        | $ | 7,470       |  
|                                                            |   |             |  
|                                                            |   |             |  
|LIABILITIES                                                 |   |             |  
|                                                            |   |             |  
|Current                                                     |   |             |  
|Accounts payable and accrued liabilities
      (Note 4(b))  | $ | 54,401      |  
|Loan payable (Note 4(c))                                    |   | 10,700      |  
|                                                            |   | 65,101      |  
|                                                            |   |             |  
|STOCKHOLDERS’ DEFICIENCY                                    |   |             |  
|                                                            |   |             |  
|Share Capital                                               |   |             |  
|Authorized:                                                 |   |             |  
|100,000,000 Common shares, par value $0.001 per share       |   |             |  
|10,000,000 Preferred shares, par value $0.001 per share     |   |             |  
|                                                            |   |             |  
|Issued and outstanding:                                     |   |             |  
|5,640,500 Common shares at December 31, 2004
      and 2003 |   |             |  
|                                                            |   | 5,641       |  
|                                                            |   |             |  
|Additional paid-in capital                                  |   | 85,034      |  
|                                                            |   |             |  
|Deficit Accumulated During The Exploration Stage            |   | (148,306    | )
|                                                            |   | (57,631     | )
|                                                            |   |             |  
|                                                            | $ | 7,470       |  

17

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CARLETON VENTURES CORP.(An Exploration Stage Company)

STATEMENTS OF OPERATIONS(Stated in U.S. Dollars)

|                           |   |           |   |   |             |   |   |           |   |   | CUMULATIVE  | 
|-------------------------- | - | --------- | - | - | ----------- | - | - | --------- | - | - | ----------- | 
|                           |   |           |   |   |             |   |   |           |   |   | PERIOD FROM | 
|                           |   |           |   |   |             |   |   |           |   |   | INCEPTION   | 
|                           |   |           |   |   |             |   |   |           |   |   | MAY 26      | 
|                           |   |           |   |   | YEARS ENDED |   |   |           |   |   | 1999 TO     | 
|                           |   |           |   |   | DECEMBER 31 |   |   |           |   |   | DECEMBER 31 | 
|                           |   | 2004      |   |   | 2003        |   |   | 2002      |   |   | 2004        | 
|                           |   |           |   |   |             |   |   |           |   |   |             | 
|Revenue                    | $ | -         |   | $ | -           |   | $ | -         |   | $ | -           | 
|                           |   |           |   |   |             |   |   |           |   |   |             | 
|Expenses                   |   |           |   |   |             |   |   |           |   |   |             | 
|Mineral property           |   |           |   |   |             |   |   |           |   |   |             | 
|acquisition
      and      |   |           |   |   |             |   |   |           |   |   |             | 
|exploration                |   |           |   |   |             |   |   |           |   |   |             | 
|expenditures               |   | 1,869     |   |   | 3,170       |   |   | 5,605     |   |   | 39,787      | 
|Office and sundry          |   | 1,602     |   |   | 3,586       |   |   | 400       |   |   | 6,971       | 
|Office facilities and      |   |           |   |   |             |   |   |           |   |   |             | 
|services
      (Note 4(a)) |   | 12,000    |   |   | 12,000      |   |   | 12,000    |   |   | 47,000      | 
|Professional fees          |   | 4,625     |   |   | 8,160       |   |   | 33,666    |   |   | 54,548      | 
|                           |   |           |   |   |             |   |   |           |   |   |             | 
|Net Loss For The Period    | $ | 20,096    |   | $ | 26,916      |   | $ | 51,671    |   | $ | 148,306     | 
|                           |   |           |   |   |             |   |   |           |   |   |             | 
|                           |   |           |   |   |             |   |   |           |   |   |             | 
|Basic And Diluted Loss     |   |           |   |   |             |   |   |           |   |   |             | 
|Per Share                  | $ | (0.01     | ) | $ | (0.01       | ) |   | (0.01     | ) |   |             | 
|                           |   |           |   |   |             |   |   |           |   |   |             | 
|                           |   |           |   |   |             |   |   |           |   |   |             | 
|Weighted Average           |   |           |   |   |             |   |   |           |   |   |             | 
|Number Of Shares           |   |           |   |   |             |   |   |           |   |   |             | 
|Outstanding                |   | 5,640,500 |   |   | 5,640,500   |   |   | 5,616,527 |   |   |             | 

18

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CARLETON VENTURES CORP.(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS(Stated in U.S. Dollars)

|                                  |   |             |   |   |             |   |   |         |   |   | CUMULATIVE  |  
|--------------------------------- | - | ----------- | - | - | ----------- | - | - | ------- | - | - | ----------- | -
|                                  |   |             |   |   |             |   |   |         |   |   | PERIOD FROM |  
|                                  |   |             |   |   |             |   |   |         |   |   | INCEPTION   |  
|                                  |   |             |   |   |             |   |   |         |   |   | MAY 26      |  
|                                  |   | YEARS ENDED |   |   |             |   |   |         |   |   | 1999 TO     |  
|                                  |   |             |   |   | DECEMBER 31 |   |   |         |   |   | DECEMBER 31 |  
|                                  |   | 2004        |   |   | 2003        |   |   | 2002    |   |   | 2004        |  
|                                  |   |             |   |   |             |   |   |         |   |   |             |  
|Cash Flows From Operating         |   |             |   |   |             |   |   |         |   |   |             |  
|Activities                        |   |             |   |   |             |   |   |         |   |   |             |  
|Net loss for the period           | $ | (20,096     | ) | $ | (26,916     | ) | $ | (51,671 | ) | $ | (148,306    | )
|                                  |   |             |   |   |             |   |   |         |   |   |             |  
|Adjustments To Reconcile Net      |   |             |   |   |             |   |   |         |   |   |             |  
|Loss To Net Cash Used By          |   |             |   |   |             |   |   |         |   |   |             |  
|Operating Activities              |   |             |   |   |             |   |   |         |   |   |             |  
|Stock issued for other
      than |   |             |   |   |             |   |   |         |   |   |             |  
|cash                              |   | -           |   |   | -           |   |   | -       |   |   | 15,000      |  
|Changes in accounts payable       |   |             |   |   |             |   |   |         |   |   |             |  
|and
      accrued liabilities     |   | 16,819      |   |   | 19,149      |   |   | 11,409  |   |   | 54,401      |  
|                                  |   | (3,277      | ) |   | (7,767      | ) |   | (40,262 | ) |   | (78,905     | )
|                                  |   |             |   |   |             |   |   |         |   |   |             |  
|Cash Flows From Financing         |   |             |   |   |             |   |   |         |   |   |             |  
|Activities                        |   |             |   |   |             |   |   |         |   |   |             |  
|Share capital issued              |   | -           |   |   | -           |   |   | 17,500  |   |   | 75,675      |  
|Loan payable                      |   | 10,700      |   |   | -           |   |   | -       |   |   | 10,700      |  
|                                  |   | 10,700      |   |   | -           |   |   | 17,500  |   |   | 86,375      |  
|                                  |   |             |   |   |             |   |   |         |   |   |             |  
|Increase (Decrease) In Cash       |   | 7,423       |   |   | (7,767      | ) |   | (22,762 | ) |   | 7,470       |  
|                                  |   |             |   |   |             |   |   |         |   |   |             |  
|Cash, Beginning Of Period         |   | 47          |   |   | 7,814       |   |   | 30,576  |   |   | -           |  
|                                  |   |             |   |   |             |   |   |         |   |   |             |  
|Cash, End Of Period               | $ | 7,470       |   | $ | 47          |   | $ | 7,814   |   | $ | 7,470       |  
|                                  |   |             |   |   |             |   |   |         |   |   |             |  
|                                  |   |             |   |   |             |   |   |         |   |   |             |  
|Supplemental Disclosure Of        |   |             |   |   |             |   |   |         |   |   |             |  
|Cash Flow Information             |   |             |   |   |             |   |   |         |   |   |             |  
|Interest paid                     | $ | -           |   | $ | -           |   | $ | -       |   | $ | -           |  
|Income taxes paid                 |   | -           |   |   | -           |   |   | -       |   |   | -           |  
|                                  |   |             |   |   |             |   |   |         |   |   |             |  
|                                  |   |             |   |   |             |   |   |         |   |   |             |  
|Supplemental Disclosure Of        |   |             |   |   |             |   |   |         |   |   |             |  
|Non-Cash Financing And            |   |             |   |   |             |   |   |         |   |   |             |  
|Investing Activities              |   |             |   |   |             |   |   |         |   |   |             |  
|Common shares issued
      to     |   |             |   |   |             |   |   |         |   |   |             |  
|acquire
      mineral property    |   |             |   |   |             |   |   |         |   |   |             |  
|interest                          | $ | -           |   | $ | -           |   | $ | -       |   | $ | 15,000      |  

19

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CARLETON VENTURES CORP.(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIENCYPERIOD FROM INCEPTION, MAY 26, 1999 TO DECEMBER 31, 2004(Stated in U.S. Dollars)

|                                 |              |  |   |             |  |   |            |  |   | DEFICIT     |   |   |         |  
|-------------------------------- | ------------ |  | - | ----------- |  | - | ---------- |  | - | ----------- | - | - | ------- | -
|                                 | COMMON STOCK |  |   | ACCUMULATED |  |   |            | 
|                                 |              |  |   |             |  |   | ADDITIONAL |  |   | DURING THE  |   |   |         |  
|                                 |              |  |   |             |  |   | PAID-IN    |  |   | EXPLORATION |   |   |         |  
|                                 | SHARES       |  |   | AMOUNT      |  |   | CAPITAL    |  |   | STAGE       |   |   | TOTAL   |  
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, May 26, 1999            |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|(Date of incorporation)          | -            |  | $ | -           |  | $ | -          |  | $ | -           |   | $ | -       |  
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss for the period          | -            |  |   | -           |  |   | -          |  |   | (2,465      | ) |   | (2,465  | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 1999       | -            |  |   | -           |  |   | -          |  |   | (2,465      | ) |   | (2,465  | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss for the year            | -            |  |   | -           |  |   | -          |  |   | -           |   |   | -       |  
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 2000       | -            |  |   | -           |  |   | -          |  |   | (2,465      | ) |   | (2,465  | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Shares issued for cash at        |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|$0.001                           | 1,500,000    |  |   | 1,500       |  |   | -          |  |   | -           |   |   | 1,500   |  
|Shares issued for cash at        |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|$0.01                            | 2,500,000    |  |   | 2,500       |  |   | 22,500     |  |   | -           |   |   | 25,000  |  
|Shares issued to acquire mineral |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|property interest at $0.01       |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|                                 | 1,500,000    |  |   | 1,500       |  |   | 13,500     |  |   | -           |   |   | 15,000  |  
|Shares issued for cash at        |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|$0.35                            | 90,500       |  |   | 91          |  |   | 31,584     |  |   | -           |   |   | 31,675  |  
|Net loss for the year            | -            |  |   | -           |  |   | -          |  |   | (47,158     | ) |   | (47,158 | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 2001       | 5,590,500    |  |   | 5,591       |  |   | 67,584     |  |   | (49,623     | ) |   | 23,552  |  
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Shares issued for cash at $0.35  |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|                                 | 50,000       |  |   | 50          |  |   | 17,450     |  |   | -           |   |   | 17,500  |  
|Net loss for the year            | -            |  |   | -           |  |   | -          |  |   | (51,671     | ) |   | (51,671 | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 2002       | 5,640,500    |  |   | 5,641       |  |   | 85,034     |  |   | (101,294    | ) |   | (10,619 | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss for the year            | -            |  |   | -           |  |   | -          |  |   | (26,916     | ) |   | (26,916 | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 2003       | 5,640,500    |  |   | 5,641       |  |   | 85,034     |  |   | (128,210    | ) |   | (37,535 | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss for the year            | -            |  |   | -           |  |   | -          |  |   | (20,096     | ) |   | (20,096 | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 2004       | 5,640,500    |  | $ | 5,641       |  | $ | 85,034     |  | $ | (148,306    | ) | $ | (57,631 | )




---

CARLETON VENTURES CORP.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003(Stated in U.S. Dollars)

|1. | NATURE OF OPERATIONS
|-- | --------------------
|   |                     

| | a) | Organization
      The Company was incorporated in the State of Nevada,
        U.S.A., on May 26, 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | b) | Exploration Stage Activities
      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 minable reserve, the Company expects to
        actively prepare the site for its extraction and enter a development stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | c) | Going Concern
      The accompanying financial statements have been prepared
        assuming the Company will continue as a going concern.
      As shown in the accompanying financial statements, the
        Company has incurred a net loss of $148,306 for the period from inception,
        May 26, 1999, to December 31, 2004, and has no sales. The future of the
        Company is dependent upon its ability to obtain financing and upon future
        profitable operations from the development of its mineral properties.
        Management has plans to seek additional capital through a private placement
        and public offering of its common stock. 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 the Company cannot continue in existence.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|2. | SIGNIFICANT ACCOUNTING POLICIES
      The financial statements of the Company have been prepared
        in accordance with generally accepted accounting principles in the United
        States of America. Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of financial
        statements for a period necessarily involves the use of estimates which
        have been made using careful judgement.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21

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CARLETON VENTURES CORP.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)
      The financial statements have, in management’s opinion, been properly
        prepared within reasonable limits of materiality and within the framework
        of the significant accounting policies summarized below:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                           

| | a) | Mineral Property Acquisition Payments and Exploration
        Costs
      The Company expenses all costs related to the acquisition
        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.                                                                    
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | b) | 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | c) | Foreign Currency Translation
      The Company’s functional currency is the U.S.
        dollar. Transactions in foreign currency are translated into U.S. dollars
        as follows:
      i) monetary items at the rate prevailing at the balance
        sheet date;
        ii) non-monetary items at the historical exchange rate;
        iii) revenue and expense at the average rate in effect during the applicable
        accounting period.                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | d) | 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 be realized, a valuation allowance is recognized.                                                                

22

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CARLETON VENTURES CORP. (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)
|-- | -------------------------------------------
|   |                                            

| | e) | Basic and Diluted Loss Per Share
      In accordance with SFAS No. 128 – “Earnings Per Share”,
        the basic loss per common share is computed by dividing net loss available
        to common stockholders by the weighted average number of common shares
        outstanding. Diluted loss per common share is computed similar to basic
        loss per common share except that the denominator is increased to include
        the number of additional common shares that would have been outstanding
        if the potential common shares had been issued and if the additional common
        shares were dilutive. At December 31, 2004, the Company has no stock equivalents
        that were anti-dilutive and excluded in the earnings per share computation.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | f) | New Accounting Standards
      Management does not believe that any recently issued, but not yet effective,
        accounting standards, if currently adopted, could have a material effect
        on the accompanying financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|3. | MINERAL PROPERTY INTEREST
      Pursuant to an agreement dated March 14, 2001, the Company
        has acquired a 100% interest in fourteen mineral claims located in northwestern
        Elko County, Nevada, in consideration of the cash payment of $10,052,
        and the issuance of 1,500,000 common shares with a fair value of $15,000.
        Since the Company has not established the commercial feasibility of the
        mineral claims, the acquisition costs have been expensed.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| | a) | During the year ended December 31, 2004, the Company
        incurred $12,000 (2003 - $12,000) for office facilities and services
        to a company related by common directors.                    
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                        
| | b) | Accounts payable at December 31, 2004 includes $966
        (2003 - $700) owed to a director and $39,157 (2003 - $27,157)
        owed to a company related by common directors.                       
| |    |                                                                                                                                                                                                        
| | c) | Loan payable at December 31, 2004 in the amount
        of $10,700 (2003 - $0) is owed to a company related by common
        directors. The loan is interest free with no specific terms of repayment.
| |    |                                                                                                                                                                                                        
| | d) | The mineral claims referred to in Note 3 were acquired
        from a company controlled by a director.                                                                                                

23

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

None.

Item 8A     CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the “Exchange Act”), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of December 31, 2003, being the date of our most recently completed fiscal
  year. This evaluation was carried out under the supervision and with the participation
  of our Chief Executive Officer, Mr. Glenn Catchpole and Ms. Aileen Lloyd, Chief
  Financial Officer. Based upon that evaluation, our Chief Executive Officer concluded
  that our disclosure controls and procedures are effective in timely alerting
  management to material information relating to us required to be included in
  our periodic SEC filings.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our most recently completed fiscal year ended December
  31, 2004 there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term “internal control over financial reporting”
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

> Pertain to the maintenance of records that in reasonable
>     detail accurately and fairly reflect the transactions and dispositions of
>     the assets of the registrant;
>   Provide reasonable assurance that transactions are recorded
>     as necessary to permit preparation of financial statements in accordance with
>     generally accepted accounting principles, and that receipts and expenditures
>     of the registrant are being made only in accordance with authorizations of
>     management and directors of the registrant;and

Provide reasonable assurance regarding prevention or timely
  detection of unauthorized acquisition, use or disposition of the registrant's
  assets that could have a material effect on the financial statement.

Item 8B     OTHER INFORMATION

Not applicable.

24

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

The directors and officers of the Company as of March , 2005 are as follows:

|Name                 | Position with           | Served as a Director
|-------------------- | ----------------------- | --------------------
|                     | Registrant              | or Officer Since    
|                     |                         |                     
|Glenn Catchpole      | President and           | March 1, 2005       
|                     | hief Executive Officer  |                     
|                     |                         |                     
|Aileen Lloyd         | Secretary, Treasurer    | May 26, 1999        
|                     | Chief Financial Officer |                     
|                     |                         |                     
|Dennis Higgs         | Director                | May 26, 1999        
|                     |                         |                     
|Paul Saxton          | Director                | October 26, 2004    
|                     |                         |                     
|Dr. Gerhard Kirchner | Director                | March 13, 2005      

Mr. Glenn Catchpole was appointed to the Board March
  1, 2005. Mr. Catchpole is a licensed engineer who holds an M.S. in civil engineering
  from Colorado State University. He has been active in the uranium solution mining
  industry since 1978, holding various positions including well field engineer,
  project manager, general manager and managing director of several uranium solution
  mining operations.

In 1988 Mr. Catchpole joined Uranerz U.S.A., Inc. and Uranerz
  Exploration and Mining and became Director of Regulatory Affairs, Environmental
  Engineering and Solution Mining. Mr. Catchpole’s responsibilities included
  the monitoring and oversight of the environmental and regulatory aspects of
  two large uranium mines in Canada and the operational aspects of one uranium
  solution mine in the United States. In 1996 Mr. Catchpole was appointed General
  Manager and Managing Director of the Inkai uranium solution mining project located
  in the Republic of Kazakhstan (Central Asia). In 1998 Cameco Corporation acquired
  Uranerz U.S.A. Inc., and Mr. Catchpole continued his post with the Inkai project.
  Following his departure from Cameco in 2002, Mr. Catchpole has been an independent
  consulting engineer providing project management to the oil and gas, mining,
  and construction industries.

Ms. Aileen Lloydis the Secretary, Treasurer and Chief
  Financial Officer and is a member of the board of directors. Ms. Lloyd was appointed
  to the board of directors and as secretary, treasurer and chief financial officer
  on May 26, 1999.

Ms. Lloyd has been an administrative assistant with Senate
  Capital Group Inc., a private venture capital and management consulting company,
  since October 1990. In this position she provides management services to publicly
  traded companies.

Ms. Lloyd is a director of Miranda Gold Corp. a Canadian public
  reporting gold exploration company since May 1993. In this position, Ms. Lloyd
  provides management services.

25

---

Mr. Dennis Higgs is a member of the board of directors.
  Mr. Higgs was appointed to the board of directors as President and Chief Executive
  Officer on May 26, 1999, and resigned as President and Chief Executive Officer
  on March 1, 2005.

In 1981, Mr. Higgs graduated from the University of British
  Columbia, Vancouver, B.C. with a Bachelor of Commerce degree. He then completed
  the Canadian Securities Course conducted by the Canadian Securities Institute
  of Toronto, Canada. In 1982, Mr. Higgs completed The Registered Representatives
  Exam also conducted by the Canadian Securities Institute, Toronto, Canada. In
  1983, Mr. Higgs completed the Canadian Options Course offered by the Canadian
  Securities Institute, Canada.

Mr. Higgs also serves as a director and officer of Miranda
  Gold Corp., a Canadian public reporting gold exploration company, since May
  1993. In this position, Mr. Higgs provides management consulting services to
  Miranda Gold Corp.

Mr. Higgs is a director and officer of Senate Capital Group
  Inc., a British Columbia company since July 1990. In this position, Mr. Higgs
  provides management consulting and investor relations services.

Mr. Paul Saxtonwas appointed to the Board of Directors
  October 26 2004. Mr. Saxton is a mining engineer who also holds an MBA from
  the University of Western Ontario. He has been active in the mining industry
  since 1969, holding various positions including mining engineer, mine superintendent,
  president and chief executive officer of numerous Canadian mining companies.
  Following 10 years with Cominco, Mr. Saxton became vice-president and president
  of Mascot Gold Mines Ltd., initially working on the design and construction
  of the Nickel Plate mine in British Columbia, Canada. Subsequently Mr. Saxton
  became a vice-president of Corona Corporation where he was responsible for western
  operations and exploration for the company and was instrumental in the re-opening
  of the Nickel Plate Mine. In 1989, Mr. Saxton was appointed senior vice-president
  of Viceroy Resource Corporation where he was responsible for obtaining financing
  and the construction and operations of the Castle Mountain mine in California.
  In 1994, Mr. Saxton was appointed as president of Loki Gold Corporation and
  Baja Gold Inc. where he was responsible for arranging mine financing and bringing
  the Brewery Creek Gold mine into production. Following his departure from Viceroy
  in 1998, Mr. Saxton became president of Standard Mining Corp., organizing the
  company and supervising its exploration activities until 2001, when Standard
  Mining Corp. was merged with Doublestar Resources Ltd. In March 2004, Mr. Saxton
  was appointed as a director and president of Lincoln Gold Corporation, a company
  engaged in mineral exploration in the State of Nevada.

Dr. Gherhard F. Kirchnerwas appointed to the Board
  March 13, 2005. Dr. Kirchner has 40 years of international mine development
  and management experience including 20 years with Uranerz Exploration and Mining
  Ltd. At Uranerz, Dr. Kirchner spent nine years as General Manager and 11 years
  as Senior Vice President. He and his team were responsible for the Key Lake
  uranium discovery and the engineering and development of projects such as the
  Midwest uranium deposit, Eagle Point North uranium deposit, Star Lake gold deposit
  and the Crow Butte ISL uranium deposit.

Previous to his work with Uranerz, Dr. Kirchner spent six
  years developing and managing the Kamoto Mine in Kolwezi, Zaire; four years
  consulting on mining and civil engineering projects in several countries including
  Surinam, Nigeria and Congo; five years as a mine superintendent and exploration
  manager in Greenland where he discovered the Molybdenum Porphyry Erzberg; and
  three years as a project engineer on dams in Austria and Japan and road projects
  in Saudi Arabia.

Dr. Kirchner received a multidisciplinary education in mining
  engineering and economic geology and a Doctorate in Mining Sciences from the
  University of Leoben, Austria.

26

---

Audit Committee

We do not have an audit committee financial expert on our
  board of directors due to the fact that our operations are at a very early stage.

Code of Ethics

The Company has not adopted a code of ethics as we are at
  a very early stage. The Company will pursue adopting a written code of ethics.
  To date, the Board of Directors have conducted the affairs of the Company consistent
  with the applicable laws and regulations of the United States and the states.

Compliance with Section 16(a) of the Securities Exchange
  Act.

Section 16(a) of the Exchange Act requires our executive officers
  and directors, and persons who beneficially own more than ten percent of our
  equity securities, to file reports of ownership and changes in ownership with
  the Securities and Exchange Commission. Officers, directors and greater than
  ten percent shareholders are required by SEC regulation to furnish us with copies
  of all Section 16(a) forms they file. Based on our review of the copies of such
  forms received by us, we believe that during the fiscal year ended December
  31, 2004 all such filing requirements applicable to our officers and directors
  were complied with.

Certain Significant Employees or Consultants

The Company has consulting relationships with other geologists
  and persons that are included in its projects and properties from time to time.

Committees

Currently, the Board of Directors has no separate audit, nominating
  or compensation committees and acts as such as an entire Board. We do not have
  an audit committee expert.

Item 10.     EXECUTIVE COMPENSATION

Compensation of Directors and Executive Officers

|SUMMARY COMPENSATION TABLE          
|------------------------------------
|                                    
|Name                                
|Restricted
      Stock
      Awarded
|Dennis Higgs (1)                    

27

---

Stock Option Grants

We did not grant any stock options to our directors and officers,
  including our named executive officer, during our fiscal year ended December
  31, 2004.

Exercises of Stock Options and Year-End Option Values

No share purchase options were exercised by any of our directors
  and officers, including our named executive officer, during our fiscal year
  ended December 31, 2004.

Long-Term Incentive Plans

We do not have any long-term incentive plans, pension plans,
  or similar compensatory plans for our directors or executive officers.

Employment Contracts

We do not have any employment contracts with any of our officers
  or directors.

Directors

The Directors of the Company did not receive cash compensation
  by the Company for their service as directors during the most recently completed
  fiscal year.

Item 11.     SECURITY OWNERSHIP
  OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning
  the number of shares of our common stock owned beneficially as of March 1, 2005
  by: (i) each person (including any group) known to us to own more than five
  percent (5%) of any class of our voting securities, (ii) each of our directors,
  (iii) each of our named executive officers; and (iv) officers and directors
  as a group. Unless otherwise indicated, the shareholders listed possess sole
  voting and investment power with respect to the shares shown.

28

---

|               | Name and address    | Number of Shares | Percentage of
|-------------- | ------------------- | ---------------- | -------------
|Title of class | of beneficial owner | of Common Stock  | Common       
|               |                     |                  | Stock (1)    

|DIRECTORS AND EXECUTIVE OFFICERS |                                |                      |      
|-------------------------------- | ------------------------------ | -------------------- | -----
|                                 |                                |                      |      
|Common Stock                     | Dennis Higgs                   | 2,250,000 shares (2) | 39.9%
|                                 | Director                       |                      |      
|                                 | Suite 306 – 1140 Homer Street  |                      |      
|                                 | Vancouver, British Columbia    |                      |      
|                                 | Canada V6B 2X6                 |                      |      
|                                 |                                |                      |      
|Common Stock                     | Aileen Lloyd                   | 1,000,000 shares (3) | 17.7%
|                                 | Director, Secretary, Treasurer |                      |      
|                                 | and Chief Financial Officer    |                      |      
|                                 | Suite 306 – 1140 Homer Street  |                      |      
|                                 | Vancouver, British Columbia    |                      |      
|                                 | Canada V6B 2X6 (3)             |                      |      
|                                 |                                |                      |      
|Common Stock                     | Glenn Catchpole                | Nil                  |      
|                                 | Director, President            |                      |      
|                                 | 222 Carriage Circle            |                      |      
|                                 | Cheyenne, WY, 82009            |                      |      
|                                 |                                |                      |      
|Common Stock                     | Paul Saxton                    | Nil                  |      
|                                 | Director                       |                      |      
|                                 | 188 Stonegate Drive            |                      |      
|                                 | Fury Creek, B.C., V0N 3G4      |                      |      
|                                 |                                |                      |      
|Common Stock                     | Dr. Gerhard F. Kirchner        | Nil                  |      
|                                 | Suite 103 – 10471 – 178 Street |                      |      
|                                 | Edmonton, Alberta, T59 1R5     |                      |      
|                                 |                                |                      |      
|Common Stock                     | All Officers and Directors     | 3,250,000 shares     | 57.6%
|                                 | as a Group (2 persons)         |                      |      
|                                 |                                |                      |      
|                                 |                                |                      |      
|5% STOCKHOLDERS                  |                                |                      |      
|                                 |                                |                      |      
|Common Stock                     | Eric G. Fergie                 | 300,000 shares       | 5.3 %
|                                 | 2221 Venables St.              |                      |      
|                                 | Vancouver, BC                  |                      |      
|                                 | Canada V5V 2J5                 |                      |      
|                                 |                                |                      |      
|Common Stock                     | Darcy Higgs                    | 700,000 shares (4)   | 12.4%
|                                 | 4756 Drummond Drive            |                      |      
|                                 | Vancouver, BC                  |                      |      
|                                 | Canada V6R 1K8                 |                      |      
|                                 |                                |                      |      
|Common Stock                     | Carleen Higgs                  | 700,000 shares (5)   | 12.4%
|                                 | 4756 Drummond Drive            |                      |      
|                                 | Vancouver, BC                  |                      |      
|                                 | Canada V6R 1K8                 |                      |      
|                                 |                                |                      |      

29

---

|(1) | The percent of class is based on 5,640,500 shares of common stock issued
      and outstanding as of March 1, 2005.                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes 375,000 shares in the name of Dennis Higgs, 375,000 shares held
      in the name of Senate Equities Corp., which is wholly owned by Menace Capital
      Corp., which is in turn wholly owned by Dennis Higgs, and 1,500,000 shares
      were acquired in the name of Senate Capital Group Inc. in exchange for the
      assignment of the mineral claims. Senate Capital is wholly owned by Dennis
      Higgs.
|(3) | Includes 750,000 shares in the name of Aileen Lloyd and 250,000 in the
      name of her husband, Gordon Lloyd.                                                                                                                                                                                                                                                                                                             
|(4) | Includes 350,000 shares in the name of Darcy Higgs and 350,000 shares
      in the name of Santorini Investment Corp., a private company controlled
      by Carleen Higgs, the wife of Darcy Higgs.                                                                                                                                                                                                                        
|(5) | Includes 350,000 shares in the name of Santorini Investment Corp., a
      private company controlled by Carleen Higgs, and 350,000 shares in the name
      of Darcy Higgs, the husband of Carleen Higgs.                                                                                                                                                                                                                  

It is believed by us that all persons named have full voting
  and investment power with respect to the shares indicated, unless otherwise
  noted in the table. Under the rules of the Securities and Exchange Commission,
  a person (or group of persons) is deemed to be a "beneficial owner" of a security
  if he or she, directly or indirectly, has or shares the power to vote or to
  direct the voting of such security, or the power to dispose of or to direct
  the disposition of such security. Accordingly, more than one person may be deemed
  to be a beneficial owner of the same security. A person is also deemed to be
  a beneficial owner of any security, which that person has the right to acquire
  within 60 days, such as options or warrants to purchase our common stock.

Item 12.     CERTAIN RELATIONSHIPS
  AND RELATED TRANSACTIONS

None of the following parties has, since our date of incorporation,
  had any material interest, direct or indirect, in any transaction with us or
  in any presently proposed transaction that has or will materially affect us,
  other than noted in this section:

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

Mr. Dennis Higgs, President, Chief Executive Officer, and
  director, acquired 375,000 shares of our common stock in his own name at a price
  of $0.001 US per share on February 26, 2001. Mr. Dennis Higgs paid a total
  purchase price of $375 for these shares. Senate Equities Corp., a company
  that is wholly owned and operated by Menace Capital Corp., acquired 375,000
  shares of our common stock at a price of $0.001 US per share on February
  26, 2001. Senate Equities Corp. paid a total purchase price of $375 for
  these shares. Mr. Dennis Higgs is the sole stockholder of Menace Capital Corp,
  which is the sole shareholder of Senate Equities Corp.

In addition to this acquisition of stock, Mr. Dennis Higgs
  acquired a beneficial interest in 1,500,000 shares of the Company’s common
  stock through the issuance of common stock to Senate Capital Group Inc. in exchange
  for its assignment of the Burner Hills mineral claims. Mr. Dennis Higgs owns
  all of the stock of Senate Capital Group. Senate Capital Group also received
  $10,051.88 as part of this transaction.

In addition, Senate Capital Group has entered into an office
  facilities and service contract with the Company in which it provides office
  space, services, phones and equipment usage in exchange for a payment of $1,000
  per month. Through December 31, 2004, $47,000 had been charged to the Company
  under this agreement,

30

---

of which $32,500 has been accrued and $14,500 has
  been paid. Carleton entered into a legally binding agreement with Senate Capital
  Group effective September 30, 2002 whereby Senate Capital Group has agreed to
  defer payment of accrued liabilities in the amount of $20,500 and its monthly
  management fee of $1,000 per month until such time as the Company achieves
  sufficient additional financing that would enable us to pay these accrued liabilities
  without impeding its exploration plans.

In 2004 Senate Capital Group advanced $10,700 to enable
  Carleton to continue phase three of the exploration program. Of that amount,
  $7470 was available at year end to complete this program. This commitment
  to advance funds is capped at a maximum of $13,000, being the budgeted cost
  of phase three. Any funds that would be advanced as a loan is repayable on demand
  without interest. We anticipate that we may be required to borrow additional
  amounts from Senate Capital Group.

Ms. Lloyd, Secretary, Treasurer and Chief Financial Officer,
  acquired 750,000 shares of the Company’s common stock at a price of $0.001
  US per share on February 26, 2001. Ms. Lloyd paid a total purchase price of
  $750 for these shares. Gordon Lloyd, the husband of Aileen Lloyd, acquired
  250,000 shares of the Company’s common stock at a price of $0.01 per
  share for a total cash acquisition cost of $2,500 on March 12, 2001.

Mr. Darcy Higgs, a greater than 5% shareholder, acquired 350,000
  shares of the Company’s common stock at a price of $0.01 per share
  for a total cash acquisition cost of $3,500 on March 12, 2001. Santorini
  Investment Corp., a private company controlled by Carleen Higgs, the wife of
  Darcy Higgs, acquired 350,000 shares of common stock at a price of $0.01
  per share for a total cash acquisition cost of $3,500 on March 12, 2001.

Mr. Eric Fergie, a greater than 5% shareholder, acquired 300,000
  shares of the Company’s common stock at a price of $0.01 per share
  for a total cash acquisition cost of $3,000 on March 12, 2001.

Item 13.     EXHIBITS

(a) Exhibits:

|Exhibit | Description                                                                                                                                                                                 
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                             
|3.1     | Articles of Incorporation(1)                                                                                                                                                                
|3.2     | Bylaws, as amended(1)                                                                                                                                                                       
|4.1     | Share Certificate(1)                                                                                                                                                                        
|10.1    | Mineral Property Purchase Agreement between the Company and 
      Senate Equities Corp. dated March 14, 2001(1)                                                                            
|10.2    | Office Facilities and Services Contract(2)                                                                                                                                                  
|10.3    | Agreement between the Company and Senate Capital Group dated
      September 30, 2002 regarding deferral of payment of amounts owing 
      under Office Facilities and Services Contract(3)
|10.4    | Funding Commitment Letter of Senate Capital Group (4)                                                                                                                                       
|23.1    | Consent of Morgan & Company, Chartered Accountants (4)                                                                                                                                      

31

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|23.2 | Consent of John A. Rice, Consulting Geologist (4)                                                                                              
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------
|99.1 | Updated Geological Report dated October, 2003 (5)                                                                                              
|31.1 | Certification of CEO Pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002; (6)                                                      
|31.2 | Certification of CFO Pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002; (6)                                                      
|32.1 | Certification of CEO Pursuant to 18 U.S.C.
      Sect ion 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002. (6)
|32.2 | Certification of CFO Pursuant to 18 U.S.C.
      Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002. (6) 

(1)Previously filed with the Securities and Exchange Commission as
  an exhibit to the Registrant’s Form SB-2 filed March 15, 2002.

(2) Previously filed with the Securities and Exchange Commission as an exhibit to the Registrant’s Form SB-2 Amendment 1 filed June 28, 2002.

(3)Previously filed with the Securities and Exchange Commission as an exhibit to the Form SB-2 Amendment 4 filed December 18, 2002.

(4)Previously filed with the Securities and Exchange Commission as an exhibit to the Form  SB-2 Amendment 5 filed January 27, 2003.

(5)Previously filed with the Securities and Exchange Commission as an exhibit to the Company’s Form 10QSB originally filed November 14, 2003.

(6)Filed as an exhibit to this Annual Report on Form 10-KSB.

Item 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for each of the fiscal years ended
  December 31, 2004 and 2003 for professional services rendered by the principal
  accountant for the audit of Carleton’s annual financial statements and
  review of the financial statements included in this Form 10-KSB or services
  that are normally provided by the accountant in connection with statutory and
  regulatory filings or engagements for those fiscal years were estimated at $3,322.35
  and $3,477.50 respectively.

Audit Related Fees

None

Tax Fees

None

All Other Fees

None

Audit Committee Pre-Approval Policies and Procedures

We presently do not have an audit committee. Our board of
  directors approves all services provided by our independent accountant.

32

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SIGNATURES

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

CARLETON VENTURES CORP.

|    | “Aileen
      Lloyd”                              
|--- | --------------------------------------------------
|By: | ___________________________________               
|    | Aileen Lloyd, Director                            
|    | Chief Financial Officer 
      Date: April 6, 2005

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

|Per: | “Glenn
      Catchpole”   
|---- | --------------------------
|     | Glenn Catchpole, President
|     | Director                  
|     | Date: April 6, 2005       

|Per: | “Aileen
      Lloyd"             
|---- | ---------------------------------
|     | Aileen Lloyd                     
|     | Director, Chief Financial Officer
|     | Date: April 6, 2005              

|Per: | “Dennis
      Higgs”
|---- | --------------------
|     | Dennis Higgs        
|     | Director            
|     | Date: April 6, 2005 

|Per: | “Paul
      Saxton”
|---- | -------------------
|     | Paul Saxton        
|     | Director           
|     | Date: April 6, 2005

33

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