|UNITED STATES SECURITIES AND EXCHANGE
      COMMISSIONWashington, D.C. 20549                                                                                                                                                                                                                                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|FORM 20-F/A                                                                                                                                                                                                                                                                                                                                                                                              
|Amendment No. 1                                                                                                                                                                                                                                                                                                                                                                                          
|[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
      (g)OF THE SECURITIES EXCHANGE ACT OF 1934OR                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                         
|[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF
      THE SECURITIES EXCHANGE ACT OF 1934OR                                                                                                                                                                                                                                                                                                          
|For the fiscal year ended December 31, 2004                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                         
|[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
      OFTHE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                         
|For the transition period from __________ to
      ________Commission file number 000-50238                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                         
|J-Pacific Gold Inc.
      (Exact name of Registrant as specified in its charter)                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                         
|_______________British Columbia,
      Canada_______________(Jurisdiction of incorporation or
      organization)                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Suite 1440, 1166 Alberni Street, Vancouver, B.C.
      CANADA V6E 3Z3(Address of principal executive offices)                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Securities to be registered pursuant to Section 12(b)
      of the Act: None                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Securities to be registered pursuant to Section 12(g)
      of the Act:                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Common Shares, without par value(Title of
      Class)                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Securities for which there is a reporting obligation
      pursuant to Section 15(d) of the Act: None                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Indicate the number of outstanding shares of each of the
      issuer's classes of capital or common stock as of the close of the period
      covered by the annual report: 44,794,492                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Indicate by check mark whether the registrant (1) has filed all
      reports required to be filed by Section 12 or 15(d) of the Securities
      Exchange Act of 1934 during the preceding 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 ninety days. Yes xxx
      No ___
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Indicate by check mark which financial statement item the registrant
      has elected to follow: Item 17 xxx Item 18 ___                                                                                                                                                                                                                                                                                

Page 1 of 78
    Index to Exhibits on Page 62

Page 1

---

|Technical Glossary and Definitions                                                          | 3 
|------------------------------------------------------------------------------------------- | --
|Introduction                                                                                | 9 
|                                                                                            |   
|**PART I**                                                                                  |   
|                                                                                            |   
|Item 1. Identity of Directors, Senior Management and Advisors                               | 10
|Item 2. Offer Statistics and Expected Timetable                                             | 11
|Item 3. Key Information                                                                     | 11
|Item 4. Information on the Company                                                          | 18
|Item 5. Operating and Financial Review and Reports                                          | 38
|Item 6. Directors, Senior Management and Employees                                          | 41
|Item 7. Major Shareholders and Related Party Transactions                                   | 49
|Item 8. Financial Information                                                               | 50
|Item 9. The Offer and Listing                                                               | 51
|Item 10. Additional Information                                                             | 55
|Item 11. Quantitative and Qualitative Disclosures About Market Risk                         | 59
|Item 12. Description of Securities Other Than Equity Securities                             | 59
|                                                                                            |   
|**PART II**                                                                                 |   
|                                                                                            |   
|Item 13. Default, Dividend Arrearages and Delinquencies                                     | 60
|Item 14. Material Modifications to the Rights of Security Holders and
      Use of Proceeds | 60
|Item 15. Controls and Procedures                                                            | 60
|Item 16. Reserved                                                                           | 61
|                                                                                            |   
|**PART III**                                                                                |   
|                                                                                            |   
|Item 17. Financial Statements                                                               | 62
|Item 18. Financial Statements                                                               | 62
|Item 19. Exhibits                                                                           | 62
|                                                                                            |   
|Audited 2004 Financial Statements                                                           | 63
|Signature Page                                                                              |   
|Exhibits                                                                                    |   

|page 2
|------



Adits:Nearly horizontal tunnel from the surface by which a
mine is entered and rock and ore is removed. Alteration systems,
Altered:Zone within which rock-forming minerals have been chemically
changed. Andularia:A type of potassium feldspar formed at
low temperature. Antimony:A white, crystalline metallic
element. Argillic alteration, Argillization:Refers to the
product of alteration and infers a rock of high clay content.
Arsenic:A greyish white lustrous metallic element.
Au:Chemical symbol for gold.
Barite:Mineral composed of barium sulphate characterized
by high specific gravity (density). Breccia:Rock
consisting of angular fragments in a finer grained matrix, distinct from
conglomerate. Calcite:Mineral composed of calcium
carbonate. Carbonate:Group of minerals the most common of
which contain calcium and magnesium. Chalcopyrite:A
mineral CuFeS2 - copper pyrites, an important ore of copper.
Cherts:Sedimentary rocks composed of very fine grained
silica of organic and inorganic origin. Clastic:Refers to
rocks formed from fragments of pre-existing rocks by processes of weathering and
erosion. Copper:A reddish, ductile and conductive element
(base metal) . Crystalline:Mineral with obvious crystal
structure.

|page 3
|------

|page 4
|------

|page 5
|------

|page 6
|------

|page 7
|------

|
|

|Conversions          
|---------------------
|**To Convert From**  
|Feet                 
|Metres               
|Miles                
|Kilometres           
|Acres                
|Hectares             
|Grams                
|Ounces (troy)        
|Tonnes               
|Short Tons           
|Grams Per Tonne      
|Ounces Troy Per Tonne

|page 8
|------



J-Pacific Gold Inc. was organized under the laws of British Columbia, Canada.
In this Annual Report, the "Company", "we," "our" and "us" refers to
J-Pacific Gold Inc. (unless the context otherwise requires). We have prepared
this Annual Report on the basis of information that we have or that we
have obtained from sources we believe to be reliable. Summary discussions of
documents referred to in this Annual Report may not be complete and we
refer you to the actual documents for more complete information. Our principal
corporate offices are located at Suite 1440, 1166 Alberni Street, Vancouver,
B.C. CANADA V6E 3Z3. Our telephone number is 604-684-6677.



The Company is an exploration stage company that acquires and explores
natural resource properties. At present, the Company is involved in exploration
work in the both Canada and the United States. No known bodies of commercial ore
or economic deposits have been established on any of the Company's natural
resource properties and further exploration is required before a final
evaluation as to the economic and legal feasibility is determined.





The words "believe", "may", "will", "estimate", "continue", "anticipate",
"intend", "expect", and similar words are intended to identify forward-looking
statements. In light of these risks and uncertainties, the forward-looking
information, events and circumstances discussed in this Annual Report
might not occur. Our actual results and performance could differ substantially
from those anticipated in our forward-looking statements. We undertake no
obligation to update publicly or revise any forward-looking statements because
of new information, future events or otherwise.

|page 9
|------



ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

1.A.1. DirectorsTable No. 1 lists, as of 6/1/2005, the
names of the Directors of the Company.



|**Table No. 1Directors**                                                             
|-------------------------------------------------------------------------------------
|**Name**                                                                             
|Nicholas T. Ferris                                                                   
|D'Arcy Adam                                                                          
|Kazuo Shuto                                                                          
|Driffield Cameron                                                                    
|Jean-Pierre Schumacher                                                               
|Manabu Kameda                                                                        
|                                                                                     
|(1) Member of Audit Committee.                                                       
|(2) Business Address: Suite 1440 - 1166 Alberni Street,
      Vancouver, B.C. V6E 3Z6
|(3) Business Address: 301 Stewardson Way, New Westminster,
      B.C. V3M 2A5        
|(4) Business Address: 3-6-9 Kita Shinagawa, Shinagawa-ku,
      Tokyo, Japan 140-0001
|(5) Business Address: 1700-155 University Avenue, Toronto,
      Ontario M5H 3B7     
|(6) Business Address: Strehlgasse 4, Zurich, Switzerland 8022                        
|(7) Business Address: 3-6-9 Kita Shinagawa, Shinagawa-ku,
      Tokyo, Japan 140-0001

1.A.2. Senior ManagementTable No. 2 lists, as of 6/1/2005,
the names of the Senior Management of the Company. The Senior Management serves
at the pleasure of the Board of Directors.



|Table No. 2Senior Management                                                                          
|------------------------------------------------------------------------------------------------------
|**Name**                                                                                              
|Nicholas Ferris                                                                                       
|Ralph Braun                                                                                           
|Cheri Pedersen                                                                                        
|                                                                                                      
|(1) He spends 100% of his time on the affairs of the
      Company.                                   
|(2) She spends 5% of her time on the affairs of the
    Company                                       
|(3) Business Address: c/o J-Pacific Gold Inc. 1440 - 1166
      Alberni Street Vancouver, B.C. V6E 3Z6

|page 10
|-------

Nicholas Ferris' business functions, as President/CEO, include overall management
  of the Company including setting policy/procedures and the annual budget, control
  and approval of major expenditures, negotiation of major contracts/agreements
  with third parties, supervision of staff including performance reviews and related
  matters, and reporting to the Board of Directors. In addition, he manages the
  Company's project development program, investor relations program and corporate
  finance efforts.

Ralph Braun's business functions, as Chief Financial Officer, includes
fiscal management of the Company and managing administrative functions
at the corporate headquarters.

Cheri Pedersen's business functions, as Corporate Secretary, include:
ensuring the Company's compliance with all statutory and regulatory requirements
and managing administrative functions at the corporate headquarters.

1.B. AdvisorsThe Company's banker is the Bank of Montreal
located at 595 Burrard Street, Vancouver, British Columbia V7X 1L7. The
telephone number for the Bank of Montreal is 604-665-7506 and the contact person
is Marjorie Ross. The Company's legal counsel is DuMoulin Black located at
595 Howe Street, 10th Floor, Vancouver, B.C. CANADA V6C 2T5. The telephone
number of the Company's legal counsel is 604-687-1224 and the contact person is
Cheri Pedersen.

1.C. AuditorsThe Company's auditors for its financial
statements for each of the preceding two years was Morgan & Company,
Chartered Accountants. Morgan & Company is located at 700 West Georgia
Street, Suite 1488, Vancouver, B.C. CANADA V7Y 1A1. Morgan & Company is
licensed to practice in British Columbia by the Institute of Chartered
Accountants.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE.--- No
Disclosure Necessary ---

ITEM 3. KEY INFORMATION.

3.A.1. Selected Financial Data3.A.2. Selected Financial
DataThe selected financial data of the Company for Fiscal 2004 and 2003 and
2002, ended December 31st was derived from the financial statements of the
Company which have been audited by Morgan & Company, Chartered Accountants. Their
report for December 31, 2004 and 2003 is included later in this document.
The selected financial data set forth for Fiscal 2001
and Fiscal 2000 ended December 31st is derived from the Company's audited
consolidated financial statements, not included herein.

The selected financial data should be read in conjunction with the
consolidated financial statements and other financial information included
elsewhere in the Annual Report.

The Company has not declared any dividends since incorporation and does not
anticipate that it will do so in the foreseeable future. The present policy of
the Company is to retain future earnings for use in its operations and the
expansion of its business.

Table No. 3 is derived from the consolidated financial statements of the
Company, which have been prepared in accordance with United States Generally
Accepted Accounting Principles (GAAP).

|page 11
|-------

|Table No. 3Selected Financial Data(CDN$ in 000, except
      per share data)
|----------------------------------------------------------------------------
|                                                                            
|Revenue                                                                     
|Loss from operations                                                        
|Net Income (Loss)                                                           
|(Loss) per Share                                                            
|Dividends Per Share                                                         
|Wtg. Avg. Shares (000)                                                      
|                                                                            
|Working Capital                                                             
|Long Term Debt                                                              
|Shareholders' Equity                                                        
|Total Assets                                                                

3.A.3. Exchange RatesTable No. 4 sets forth the rate of
exchange for the Canadian Dollar at the end of the five most recent fiscal
periods ended December 31st, the average rates for the period, and the range of
high and low rates for the period. Exchange rates are also disclosed for the
preceding eight fiscal quarters and the most recent six monthly periods.

For purposes of this table, the rate of exchange means the noon buying rate
in New York City for cable transfers in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York. The table sets forth
the number of Canadian dollars required under that formula to buy one U.S.
Dollar. The average rate means the average of the exchange rates on the last day
of each month during the period.

|page 12
|-------



|Table No. 4U.S. Dollar/Canadian Dollar
|--------------------------------------
|                                      
|May 2005                              
|April 2005                            
|March 2005                            
|February 2005                         
|January 2005                          
|December 2004                         
|                                      
|Three Months Ended 12/31/04           
|Three Months Ended 9/30/04            
|Three Months Ended 6/30/04            
|Three Months Ended 3/31/04            
|Three Months Ended 12/31/03           
|Three Months Ended 9/30/03            
|Three Months Ended 6/30/03            
|Three Months Ended 3/31/03            
|                                      
|Fiscal Year Ended 12/31/04            
|Fiscal Year Ended 12/31/03            
|Fiscal Year Ended 12/31/02            
|Fiscal Year Ended 12/31/01            
|Fiscal Year Ended 12/31/00            

The exchange**rate was****1.25 on June 1, 2005.**

|page 13
|-------

3.B. Capitalization and Indebtedness
  --- No Disclosure Necessary ---3.C. Reasons For The Offer And Use Of Proceeds--- No Disclosure Necessary ---

3.D. Risk Factors

Company is Incorporated in Canada; which has Different Laws

The articles/by-laws and the laws of Canada are different from those typical
  in the United States. The typical rights of investors in Canadian companies
  differ modestly from those in the United States; refer to the relevant sections
  which are discussed in Section 9.A.5 and Section 10.B of this Annual Report.
  Such differences may cause investors legal difficulties.

**Unsuccessful Exploration Efforts By J-Pacific Gold Personnel Could
Result In a Cessation of Operations by Company:**The expenditures
to be made by the Company in the exploration of its properties as described
herein may not result in discoveries of mineralized material in commercial
quantities. Most exploration projects do not result in the discovery of
commercially mineable ore deposits and this occurrence could have a significant negative effect on the Company.


**J-Pacific Gold Has No Reserves on the
Properties in Which It Has an Interest:**

The properties in which J-Pacific Gold has an interest or the concessions in
which the Company has the right to earn an interest are in the exploratory
stage only and are without a known body of ore. Properties on which Company
personnel do not find mineral reserves will have to be discarded causing the
Company to write each respective property off resulting in a significantly
negative effect for the Company.

**There is No
Guarantee of Clear Title to Any of the Exploration Properties to which J-Pacific
Gold Has an Interest:**

Unregistered agreements or unregistered transfers of title could cause J-Pacific Gold
to forfeit its interests in one or more of its properties.
An event such as this would have a significant negative effect on
the Company.

|page 14
|-------

**Mineral Prices May Not Support Corporate Profit for J-Pacific Gold:**

The resource exploration industry is intensely competitive and
even if commercial quantities of mineral resources are developed (which is not
guaranteed), a profitable market may not exist for the sale of same. If a
profitable market does not exist the Company could have to cease operations.


**J-Pacific Gold Has No Positive Cash Flow and No History of
Earnings and Is Dependent Upon Public and Private Distributions of Equity to
Obtain Capital in Order to Sustain Operations:**

None of the Company's properties have advanced to the commercial production
stage and the Company has no history of earnings or positive cash flow from
operations. The cumulative loss since the Company's inception of the
development stage, according to U.S. GAAP, is ($13,723,114). The Company does
not know if it will ever generate material revenue from mining operations or
if it will ever achieve self-sustaining commercial mining operations.
Historically, the only source of funds available to the company has been
through the sale of its common shares. Any future additional equity financing
would cause dilution to current stockholders.


**The Expense of Meeting Environmental Regulations
Could Cause a Significantly Negative Effect on J-Pacific Gold:**The current and anticipated future operations of the Company,
including further exploration activities require permits from various Canadian
Federal and Provincial governmental authorities. Such operations are subject to
various laws governing land use, the protection of the environment, production,
exports, taxes, labor standards, occupational health, waste disposal, toxic
substances, mine safety and other matters. Unfavorable amendments to current
laws, regulations and permits governing operations and activities of resource
exploration companies, or more stringent implementation thereof, could cause
increases in capital expenditures which could result in a cessation of
operations by the Company. Failure to comply with applicable laws,
regulations and permitting requirements may result in enforcement actions there
under, including orders issued by regulatory or judicial authorities causing
operations to cease or be curtailed, and may include corrective measures
requiring capital expenditures, installation of additional equipment or remedial
actions. Parties engaged in resource exploration may be required to compensate
those suffering loss or damage by reason of the mining activities and may have
civil or criminal fines or penalties imposed for violation of applicable laws or
regulations. Large increases in capital expenditures resulting from any of
the above factors could force J-Pacific Gold to cease operations.

**Operating Hazards and Risks Associated with the Mining Industry
Could Result in Significant and Large Expenditures By J-Pacific Gold Which Could
Force Cessation of Operations:**
  Resource exploration activities generally involve a high degree of risk. Hazards
  such as unusual or unexpected formations and other conditions are involved.
  Operations in which the Company has a direct or indirect interest will be subject
  to all the hazards and risks normally incidental to exploration, development
  and production of precious and base metals, any of which could result in work
  stoppages, damage to or destruction of exploration facilities, damage to life
  and property, environmental damage and legal liability for any or all damage.
  The Company may become subject to liability for cave-ins and other hazards for
  which it cannot insure or against which it may elect not to insure where premium
  costs are disproportionate to the Company's perception of the relevant risks.
  The payment of such insurance premiums and of such liabilities would reduce
  the funds available for exploration activities and could force the Company to
  cease operations.

|page 15
|-------

**There is the Possibility of Significant Dilution to the Present and
Prospective Shareholders of J-Pacific Gold:**
The Company's plan of operation, in part, contemplates the accomplishment of
business negotiations by the issuance of cash, securities of the Company, or a
combination of the two, and possibly, incurring debt. Any transaction
involving the issuance of previously authorized but un-issued shares of common
stock, or securities convertible into common stock, would result in dilution,
possibly substantial, to present and prospective holders of common stock.
J-Pacific Gold Currently has 4,225,000 share purchase options outstanding and
8,046,332 share purchase warrants outstanding. If all of the share purchase
warrants and share purchase options were exercised, the number of common
shares issued and outstanding would increase from 44,794,492 to 57,065,824.
This represents an increase of 27.4% in the number of shares issued and
outstanding and would result in significant dilution to current shareholders.


**The
Risks Associated with Penny Stock Classification Could Negatively Affect the
Marketability of the Common Stock of J-Pacific Gold And Shareholders Could Find
It Difficult to Sell Their Stock:**The Company's stock is
subject to "penny stock" rules as defined in 1934 Securities and Exchange Act
rule 3a51-1. The Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. The Company's common
shares are subject to these penny stock rules. Transaction costs associated with
purchases and sales of penny stocks are likely to be higher than those for other
securities. Penny stocks generally are equity securities with a price of less
than U.S. $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. 
  In addition, the penny stock rules require that prior to a transaction in a
  penny stock not otherwise exempt from such rules, the broker-dealer must make
  a special written determination that the penny stock is a suitable investment
  for the purchaser and receive the purchaser's written agreement to the transaction.
  These disclosure requirements may have the effect of reducing the level of trading
  activity in the secondary market for the Company's common shares in the United
  States and shareholders may find it more difficult to sell their shares.

|page 16
|-------

**The Company is Dependent on Key Personnel and the Absence of Any of
These Individuals Could Result in the Company Having to Cease Operations:**

The Company strongly depends on the business and technical expertise of its
management and key personnel. There is little possibility that this dependence
will decrease in the near term. As the Company's operations expand, additional
general management resources will be required, especially since the Company
encounters risks that are inherent in doing business in several countries. The
Company is dependent, in particular, on its President and CEO Mr. Nicholas T.
Ferris. Key man life insurance is in place on Mr. Ferris, its President and
CEO and Mr. Braun, its CFO.

**J-Pacific Gold Has Limited Financial Resources and Without the
Addition of Additional Capital May Not Be Able to Continue in Operation:**
The Company has limited financial resources and, if the business is not
profitable, may not be able to raise sufficient funds to sustain, continue or
expand its business. The Company currently has no meaningful revenues and
relies principally on the issuance of common shares to raise funds to finance
the day-to-day operations of the business. Current market conditions limit the
Company's ability to raise funds. If J-Pacific Gold is not able to raise
additional funds in the next 12 months, the Company's ability to continue in
business is in doubt.

**It is Difficult for
U.S. Investors to Effect Service of Process Against the Company:**The Company is incorporated under the laws of Canada. Some of the
Company's directors and officers are residents of Canada and a substantial
portion of the Company's assets are located outside of the United States.
Consequently, it may be difficult for United States investors to effect service
of process in the United States upon the Company's directors and officers or to
realize in the United States upon judgments of United States courts predicated
upon civil liabilities under the United States Securities Exchange Act of 1934,
as amended. A judgment of a U.S. court predicated solely upon such civil
liabilities would probably be enforceable in Canada by a Canadian court if the
U.S. court in which the judgment was obtained had jurisdiction, as determined by
the Canadian court, in the matter. There is substantial doubt whether an
original action could be brought successfully in Canada against any of such
persons or the Company predicated solely upon such civil liabilities.

J-Pacific Gold has $1,213,900 in Cash Deposited in a Bank Which Is In Excess
of that Financial Institution's Deposit Insurance and If the Bank Were to Fail,
J-Pacific Could Forfeit the Cash.

|page 17
|-------

ITEM 4. INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Introduction

The Company's executive office is located at:Suite 1440, 1166 Alberni
Street,Vancouver, British Columbia V6E 3Z6 CANADATelephone: (604)
684-6677Facsimile: (604) 684-6678E-Mail: ir@jpgold.com Website:
www.jpgold.com

The Company is listed on the TSX Venture Exchange and the OTC Bulletin Board.

The contact person in Vancouver is Nicholas T. Ferris, President.

The Company's fiscal year ends December 31st. The Company has
100,000,000 common shares without par value authorized. At 12/31/2004, the end
of the Company's most recent fiscal year, there were 44,794,492 common shares
issued and outstanding.

History and DevelopmentJ-Pacific Gold Inc. (the "Company"
or "J-Pacific") was incorporated under the laws of British Columbia, Canada on
February 8, 1990 under the name of Claimstaker Resources Ltd., and changed its
name to J-Pacific Gold Inc. on September 5, 2001.

J-Pacific Gold Inc. has three wholly-owned subsidiaries, and a fourth subsidiary
  wholly owned by a wholly owned subsidiary of the Company:

> a.) No. 75 Corporate Ventures Inc., a wholly owned subsidiary incorporated in British
>   Columbia,b.) Equinox Resources (Calif) Inc., incorporated in the state of
>   California, and is wholly owned by the Company;c.) Auric Resources Inc.,
>   incorporated in the state of Nevada, and is wholly owned by the
>   Company;d.) Golden Trend Resources Inc., incorporated in the state of
>   Nevada, which is the wholly owned subsidiary of the Company's wholly owned
>   subsidiary, Auric Resources Inc.

Capital ExpendituresDuring the years
ended 2000 through 2004, the Company spent the following amounts for mineral
property acquisition, exploration and capital assets:



> 2000: $195,502 for property acquisition and exploration 
>   2001: $85,713 for property acquisition and exploration 
>   2002: $621,912 for property acquisition and exploration
>   2003: $778,236 for property acquisition and exploration
>   2004: $181,878 for property acquisition and exploration

|page 18
|-------

FinancingsThe Company has financed its operations through funds raised in loans, public/private
  placements of common shares, shares issued for property, shares issued in debt
  settlements, and shares issued upon exercise of stock options and share purchase
  warrants.



|Table No. 5Financings
|---------------------
|                     
|**Fiscal Year**      
|2000                 
|                     
|                     
|2001                 
|2002                 
|                     
|                     
|                     
|2003                 
|                     
|                     
|                     
|                     
|2004                 
|                     
|                     
|                     

(1) deemed fair market value for shares issued

Plan Of OperationsSource of Funds for Fiscal 2005
The Company's primary source of funds since incorporation has been through the
issuance of equity.  Currently the Company does not have operating revenues,
and the Company does not anticipate generating operating revenues during the next year.  As of
12/31/2004, the Company had working capital of $1,242,025.

Use of Funds for Fiscal 2005
During Fiscal 2004, the Company estimates that it might expend $685,000 cash
on general/administrative expenses.  During Fiscal 2005, the Company estimates
that it might expend $525,000 net on property acquisition/exploration expenses.

Anticipated Changes to Facilities/Employees
  The Company has no plans to add any additional personnel over current levels.
  Management anticipates that any property exploration efforts will be carried
  out by outside contractors.

|page 19
|-------

4.B.  BUSINESS OVERVIEWFour-Year Corporate History
The Company is a mining and exploration company, focused on gold, with mineral
exploration and development properties. The Company either directly or through
joint venture partnerships, holds interests in several gold-silver metal
properties in Canada and the United States. The Company holds two key
projects: the Blackdome Gold Mine ("Blackdome"), an exploration property
located in the Province of British Columbia, Canada, and the Zenda Gold Mine
("Zenda"), an exploration property located in the State of California, USA.
The Company also holds the Elizabeth Project, an early stage exploration
project located approximately 20 kilometres south of Blackdome, the Blackdome
South Project, which is contiguous to the south of Blackdome and the Truax
Project near Goldbridge, British Columbia. In addition to these, the Company
has assembled a number of early-stage, drill-ready exploration projects
located in the State of Nevada, which are the Golden Trend Project, the
Callaghan Project, the RC Project, and the HC Project.

The Company has developed a business relationship with Jipangu Inc.
("Jipangu") of Tokyo, Japan (controlled by Tamisuke Matsufuji). Through share
purchases and private placements in 1999, 2001, 2002 and 2003, Jipangu has
become the Company's largest shareholder. The affiliation with Jipangu has
provided J-Pacific with the opportunity to utilize Jipangu's financial
expertise and access to low-cost capital to grow its asset base.

J-Pacific's strategy in 1998 and 1999 was focused on bringing the Blackdome
and Zenda mining projects into production. Production at Blackdome commenced
in November of 1998, but was halted in May of 1999 due to the prevailing low
price of gold. Also in 1999, J-Pacific completed a reverse-circulation
exploration drill program at the Golden Trend project that returned high
arsenic and anomalous gold values.

In 2000, the Company went through an extensive restructuring and cost
reduction program due to the deep depression in the gold mining and
exploration industry and the closing of Blackdome. As a part of the process,
the Company divested three early-stage exploration projects, namely, Los Hilos
(Mexico), Warrior Extension (Nevada) and BRU-Lovie (Nevada).

In 2001, J-Pacific commissioned Steffen Robertson and Kirsten (Canada) Inc.
("SRK") of Vancouver, British Columbia, to complete a geological modeling and
resource estimate of the Blackdome property. SRK concluded that there is
significant potential for the discovery of new mineable ore bodies.

In 2002, the Company acquired the Callaghan, RC and HC gold exploration
projects in the State of Nevada, USA, along with the Elizabeth, Truax and
Blackdome South exploration projects located in the Province of British
Columbia. During 2002, J-Pacific completed a drill/sampling program of the
tailings facility at Blackdome, a drill/sampling and geochemical program at
Elizabeth and a geological reconnaissance program at Blackdome South. On
December 31, 2002, the Company wrote-off the value of the Alwin Copper
Property in British Columbia.

In 2003, the Company focused efforts on promoting and financing exploration of
its existing portfolio of properties.

In 2004, the Company continued expanding its portfolio
  with the acquisition of the Montgolfier Project near the Montgolfier and Orvilliers
  Townships of Quebec. In British Columbia, the Company continued followed its
  plan of exploring its land position with the focus of creating an ore base around the fully permitted Blackdome Mine.
  In Nevada, the Company is continuing with efforts to finance and explore its
  Nevada properties. In March 2004, the Company announced that it had signed a
  letter of intent with Jipangu ("Jipangu") Inc. of Tokyo, Japan allowing Jipangu
  to earn a 50% interest in the Company's Golden Trend and HC properties in Nevada.
   Jipangu is a private Japanese company
  focused on investments in the gold sector and is the Company's largest shareholder,
  owning approximately 33.5% of the Company's outstanding common shares. Jipangu
  can earn a 50% interest in the projects by funding exploration over a four year
  period in the aggregate amount of US$2,750,000 in the case of the Golden Trend
  Project, and US$1,750,000 in the case of the HC Project. Jipangu made a
  cash payment of US$150,000 upon execution of the definitive option agreement, and made a payment
  of US$150,000 on the first anniversay (May 2005) and will make payments of US$200,000 on
  succeeding anniversary dates until the option is exercised. Jipangu is responsible
  for annual claim maintenance fees and advance royalty payments.



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United States vs. Foreign Sales/Assets
The Company has generated no sales revenue.

At 12/31/2004: 
$497,004 of the Company's assets were located in the United States; and, 
$3,916,092 of the Company's assets were located in Canada.

At 12/31/2003: 
$411,891 of the Company's assets were located in the United States; and, 
$3,489,659 of the Company's assets were located in Canada.

4.C. Organization Structure
The Company is not part of a "group" and has no significant subsidiaries.

4.D.  Property, Plant and Equipment
The Company's executive offices are located in rented premises of
approximately 1000 sq. ft. at Suite 1440, 1166 Alberni Street, Vancouver, B.C.
CANADA V6E 3Z6. The Company began occupying these facilities in May 1997.

Mineral Property Interests

DESCRIPTION OF PROPERTIES: (Canada)

British Columbia



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Blackdome Gold Mine, British Columbia

The Blackdome Gold Mine is currently an advanced exploration project with a
drill inferred mineral resource and significant engineering studies completed.
At present there are no known reserves on the property. Commercial production of
gold from high grade veins and structures occurred in the 1980s and early 1990s.
All the facilities remain on site and are in good condition to recommence
operations. The Company is attempting to identify additional resources.

Location, Access and Ownership

The property is located approximately 250 kilometres north of Vancouver,
B.C., and 70 kilometres west- northwest of the town of Clinton, B.C. Road access
to the property is provided by gravel road, westerly from Highway 97, 16km north
of Clinton. This road crosses the Fraser River at the Gang Ranch, 116km west of
Hwy 97. From the Gang Ranch Bridge, an additional 40 kilometres of road leads to
Blackdome Mountain and the claims (see Map 1).

The property consists of 20 mineral claims, ten
crown-granted mineral claims and two mining leases. Total area of the property
is approximately 8240 hectares.

The property is 100% owned by, and recorded in the name of, No. 75 Corporate
Ventures Ltd., which is wholly owned by the Company.

The property is permitted for mine production, processing, development, and
general exploration under the terms and conditions of the Mines Act, Permit M-171,
issued by the Ministry of Energy and Mines of British Columbia and of the
Waste Management Act, Permit PE 7378, issued by the Ministry of Environment and
Lands of British Columbia. The Company posted a $100,000 bond in compliance with
these permits. These permits subject the Company to various mine, plant, waste
dump, wastewater and tailings liabilities. Prior to abandonment of the site,
reclamation requirements to decommission all tailings and waste dumps, fluid
discharge, removal of all plant and equipment, and restoration of the site to an
acceptable standard and level of safety will be required prior to the release of
the bond.

Any future mine production and related mineral processing would be subject to
the submission and approval of a new Plan of Operations. This would include
required application for renewal of appropriate water, explosive handling,
timber cutting, water and waste monitoring, and gas operating licenses being
submitted and approved.

History

The Blackdome property was initially located by an individual prospector in
1947. In 1953 Empire Valley Gold Mines Ltd. gained control of the property and
six adjacent placer leases on Fairless Creek. Empire completed road building,
underground exploration and trenching which exposed several gold bearing veins.
The property was optioned by Silver Standard Mines Ltd. in 1953, who completed
additional drilling and trenching. This work extended the exposure of previously
identified veins. A short landing strip was also constructed. In 1977 the
property came under the control of Barrier Reef Resources Ltd. who completed
extensive geological mapping, geochemistry and geophysical surveys as well as
limited diamond drilling. This work was continued in 1979 by Blackdome
Exploration Ltd, a company formed by the various stakeholders in the project. In
1982 the project was optioned to a subsidiary of Noranda Exploration Company who
completed additional mapping, sampling and geophysical work. In addition,
Noranda conducted extensive diamond drilling and underground drifting. In 1983
the property was returned to Blackdome Exploration Ltd. and in 1984 a positive
production decision was reached.

The Blackdome Gold Mine began commercial production in 1986 and continued to
  1991 during which time it recovered 240,000 ounces of gold from 371,950 tons
  of ore. In 1994 the property was acquired by Claimstaker Resources Ltd. and
  following additional underground work and diamond drilling the mine was returned
  to production in 1998 under a 50/50 joint venture with Jipangu, a private Japanese
  company. Production ceased in 1999 due to the declining price of gold and has
  been on care and maintenance since that time. The carrying value of the operation
  was written down to reflect impairment with the cessation of operations. The
  carrying value currently represents plant and equipment (mill, machinery, tailings
  facility, and camp). No intangible items are capitalized in the carrying value
  of plant and equipment.

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Geology and Mineralization

The area of the Blackdome property is underlain by a sequence of Early -
Middle Tertiary (60 to 30 million year old) felsic/intermediate volcanic rocks
and associated volcaniclastic sediments cut by small intermediate to mafic
dykes. The rocks strike north- northeast with shallow, 10-20 degree dips to the
southeast.

Northerly trending tension fractures are the locus of epithermal precious
metal- bearing veins and structures. Minor normal faulting occurs throughout the
area.

The vein systems at Blackdome have been formed by the infilling of dilatant
tensional fractures, breccia zones and shears. Typical veins contain both
non-ore (gangue) and ore minerals. Gangue minerals are dominantly quartz,
adularia, calcite and various alteration related clay minerals. Ore minerals
consists of native gold, electrum, native silver and various silver minerals.

Three stages of mineralization have been identified: a pre-ore stage, an ore
stage, and a post-ore stage. The pre-ore stage consists of massive crystalline
quartz lining veinlets and vein walls. The ore stage is dominated by the
deposition of quartz, adularia, and other minor silicate phases, along with
sulphides and precious metal minerals. During ore-stage mineralization native
gold was deposited as minute, isolated grains of different sizes in tiny
veinlets of pyrite and primarily within grains of silver minerals. Gold also
occurs as free gold in vugs and appears to be closely associated with clays. The
post-ore stage consists dominantly of calcite occurring as intergrowths with
quartz and adularia.

Inferred Mineral Resources

Currently there are no gold resources or reserves at Blackdome. Several
inferred mineral resource estimates have been derived since the Company acquired
the project in 1994. However, previously calculated reserves and resources are
no longer current and a prefeasibility study will be required to determine
whether or not any of the known mineralization can be reported. The cost of the
prefeasibility study will depend upon the size of any resource discovered and
the type of mining and processing proposed. The cost of a prefeasibility study
can range from a few tens of thousands of dollars to over one hundred thousand
dollars.

Recent Work on the Property

In 2001 the Company commissioned a study of the Blackdome Property entitled,
"Geological Modeling and Preliminary Review of the Resource Estimate for the
Blackdome Gold-Silver Property" November 2001, ("The SRK Report") to evaluate the
exploration potential of the property and the economic viability of the Inferred
Resource. The report identifies four High Priority Targets, which are summarized
as follows:



> 1) The intersection of #1 and #2 Veins. This intersection has
>   never been tested as it is projected to occur below the current depth of
>   mining. As both veins are important mineral bearing structures, the projected
>   intersection is an important location for future exploration. 2)
>   Southern extension of Vein #1. The existing maps suggest an abrupt termination
>   of this structure, with little effort having been given to resolving the
>   reason for termination. In the southern portion of the Blackdome property
>   cross-faulting is evident. The SRK model suggests that the structure hosting
>   the #1 vein may actually be continuous through a "fault jog" (i.e. a bend) in
>   the structure. 3) # 1 Hanging Wall Tension Veins. 4) Watson
>   and Southwest Connector Veins.

Three distinct areas of high gold content have been outlined by the Company
as areas of further interest. If feasible, the tailings would be subjected to
further gold extraction and then used for underground backfilling.

In the spring of 2004, the Company contracted Roscoe Postle and Associates
  to compile and create a digital database and model of the Blackdome project
  to be followed by the development of a comprehensive exploration program for the
  project.

In April of 2005, the Company recieved the final report from Roscoe Postle's
review of the Blackdome.  Their report identified three primary exploration targets within
and extending from the existing underground workings.

Recommendations

Further exploration is recommended in the areas identified in the SRK Report
and the exploration targets currently identified by Roscoe Postle and Associates.
The Company estimates the cost of this exploration program to be $2,000,000, subject to financing.

The mineral content of the tailings remains of interest. Management intends
  that representative sections of the high gold content areas be submitted for
  metallurgical study. This will determine both the optimal treatment method and
  gold recovery rates. Estimated costs of initial pre-feasibility, engineering
  and permitting studies are $50,000.

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The Blackdome South Property, British Columbia

The Blackdome South property is a very early exploration stage project that
was recently acquired by the Company. There are no gold resources established at
this time.

Location and Ownership and Access

In 2002, the Company located 54 claims (341 claim units), tied on to the
southern boundary of the Blackdome Mine property. In the spring of 2005, the Company converted the claims to
the new British Columbia Minerals Titles Online cell claim system.  The property consists of 17 mineral claims
totalling 8618 hectares. All claims are 100% owned by the Company.

Please refer to Blackdome Gold mine section on page 21. (see Map 1).

In British Columbia, the Company's projects are subject to the permitting and
bonding requirements of the Mineral Exploration Code of
the British Columbia Ministry of Energy and Mines (BCMEM). These requirements
are dependent on the extent of the work to be done. J-Pacific has not yet
proposed any work that would require bonding and permitting, but prior to
commencing such activities the Company must obtain approval from the BCMEM. In
addition the Company may be required to post a bond in an amount acceptable to
the BCMEM. The Company will comply with these requirements at such time as a
program of work is proposed.

History, Geology, and Mineralization

The first known claims on what is now the Blackdome South property were located
  in 1980. Throughout the 1980's portions of the property were controlled by a
  numerous small companies who completed localized geochemical and geophysical
  surveys and geological mapping. No drilling has been done on the property. In
  2001 the Company acquired the project area by staking. For descriptions of the
  Geology and Mineralization at Blackdome South see the Geology and Mineralization
  sections - Blackdome Gold Mine description on page 22)

Recent Work

The property was acquired by the Company on the basis of its proximity to the
Blackdome Mine, the reported occurrence of a similar structural and
stratigraphic setting and the reported occurrence of alteration and
mineralization typical of vein systems such as those at Blackdome.

During the fall of 2002, the Company commissioned extensive geologic
reconnaissance and data compilation covering much of the Blackdome South
property holding. This work has verified the existence of a geologic setting
similar to that at the Blackdome Mine, and has identified one area of immediate
interest based on previous geologic mapping and geochemical sampling.

During the summer of 2003, the Company completed an extensive geochemical
  survey in areas identifed in 2002 along with geological mapping.

Recommendations

In 2005, the Company plans to carry out detailed mapping, sampling and
trenching in the currently identified area of interest as well as in other
selected areas. This work is expected to develop drill targets and bring the
Blackdome South project to the next stage of exploration. The cost of the
planned 2005 exploration program is estimated to be $50,000.

Future programs will be contingent upon results of this exploration work.

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The Elizabeth Project, British Columbia

The Elizabeth Project is an exploration stage project without known reserves
or resources. There is not a commercial economic mineral deposit developed at
this time.

Location, Access and Ownership

The Elizabeth Project is located in the Lillooet Mining District of British
Columbia, approximately 36 miles northwest of Lillooet, 22 miles northeast of
Bralorne and 19 miles southwest of the Company's Blackdome project (see Map 1).
The property is accessible via Highway 40 that heads west from Lillooet to
Goldbridge. At 32 kilometres west of Lillooet, a logging road heads
north-westerly along the Yalakom River. Near the 67-kilometre marker of the
Yalakom road, a branch road climbs nine kilometres westerly along Blue Creek to
the Elizabeth property. The driving time from Lillooet is less than two hours
(see Map 1).

On May 23, 2002, the Company entered into two option agreements that allows
it to purchase the Elizabeth property. In October of 2002, the Company staked
two additional mineral claims (24 claim units). In 2003, the Company staked an additional 10
mineral claims (90 claim units) and an additonal 9 claims (163 claim units) in the summer of 2004.
In the spring of 2005, the Company converted the claims to
the new British Columbia Minerals Titles Online cell claim system. In total, the property is
comprised of 4 crown-granted mineral claims and 14 mineral claims
totalling approximately 9528 hectares.

The option agreement to purchase the four crown-granted mineral claims was
completed with Mr. David D. White of Vancouver, British Columbia and Mr.
Thomas Illidge of Goldbridge, British Columbia. The Company paid Mr. Illidge and
Mr. White $10,000 upon signing the agreement and issued them, collectively,
50,000 common shares. By the terms of the agreement, the Company made
another cash payment of $5,000 on May 23, 2003 and issued another 50,000 common
shares. Upon the exercise of the option the Company must issue another 50,000
common shares. Additionally, if the project should ever go into production, the
Company must issue a further 50,000 common shares.

Beginning on May 23, 2004, the Company must also make advanced minimum
royalty payments of $10,000 per year, which are to be deducted from any future
royalty payments. The agreement also stipulates that the Company must complete
exploration work in the amount of $500,000 according to the following schedule:
$200,000 by December 31, 2003; $150,000 by December 31, 2004; and, $150,000 by
December 31, 2005. The vendors, Mr. Illidge and Mr. White, also retained a four
percent Net Smelter Royalty interest, of which two percentage points are
purchasable by the Company for $1,000,000 per percentage point.

The option to purchase the Blue Claims was completed with Mr. Illidge on May
23, 2002. The Company made a payment of $2,000 and 20,000 common shares to Mr.
Illidge upon signing the agreement. To maintain the option, the Company
issued 30,000 shares upon the first anniversary of the agreement and must issue a further
50,000 shares upon the Company's exercise of the option. As well, the Company
must make advanced minimum royalty payments of $5,000 per year. These amounts
are deductible from any future production royalties.

The agreement also includes a $500,000 exploration work commitment by the
Company wherein $50,000 is to be completed by December 31, 2003; $150,000 by
December 31, 2004; $150,000 by December 31, 2005; and, $150,000 by December 31,
2006. Mr. Illidge, retains a three percent Net Smelter royalty interest, of
which 2% may be bought for $1,000,000 per 1%.

According to the terms of both of the option agreements, the Company must
complete a feasibility study pertaining to the Elizabeth Project prepared by an
independent mining engineer. The cost of the feasibility project will depend
upon the size of any resource discovered and the type of mining and processing
proposed. The cost of a feasibility study can range from a few tens of thousands
of dollars to over one hundred thousand dollars.

Exploratory work on the property conforms to the Mineral Exploration Code
administered by the Ministry of Energy and Mines (BCMEM). J-Pacific Gold Inc.
has a current exploration work permit issued by the BCMEM office in Kamloops for
which the Company has posted a $3,500 reclamation bond. Applications for further
exploration work will be submitted in advance of the
commencement of any programs.

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History

In 1939 gold was discovered in quartz veins on what is now the Elizabeth No.
1 claim. Between 1940 and 1949, Bralorne Mines Ltd. explored the Elizabeth and
surrounding areas by surface trenching and underground exploration. Several
quartz veins were explored with two returning gold values. During 1958 and 1959,
Bethlehem Copper Mines Ltd. explored the West (No. 1) Vein with a tunnel,
approximately 180 meters vertically above the underground workings previously
explored by Bralorne. Gold zones were identified and a small bulk sample was
shipped.

In 1990, Blackdome Mining Corp. conducted trenching, portal rehabilitation,
surveying and detailed surface and underground sampling programs. Surface
sampling identified two distinct high-grade zones in the West Vein. Blackdome
personnel reported that the first zone was open to the southwest and exposed a
quartz vein that contained areas of visible gold. Approximately 65 meters below
this trench in the upper adit drift sampling of this vein returned a 20.0 meter
length averaging 1.8 oz. Gold/ton across 0.6 meter, and a 7.5 meter length
averaging 3.7 oz. Gold/ton across 1.0 meter.

Geology and Mineralization

The Elizabeth property is underlain by two distinct rock types. The oldest
(200 million year old) and most extensive rocks are
represented by ultramafic intrusive rocks (dark coloured, silica poor) and the
youngest (70 million year old) is represented by porphyritic quartz diorite
intrusives.

The ultramafic rocks have commonly undergone varying degrees of alteration
called serpentinization. This results in rocks that are typically green to
greenish-black and have a waxy lustre and a soapy feel. Polished and/or
striated fracture planes known as slickensides are locally common and are
indicative of faulting in these easily deformed rocks.

All of the known gold veins on the Elizabeth property are hosted by the
younger porphyritic quartz diorite intrusion although in some areas the vein is
observed in contact with sheared and serpentinized ultramafic rocks.

Veins range from several centimetres to over 1.5 metres in width and can have
highly variable orientations. For the most part, veins dip steeply (greater than
60 degrees). Veins have been traced for several metres to several hundred metres
 along strike.

Mineralization in the veins consists of native gold, pyrite along with minor
amounts of arsenopyrite, chalcopyrite, and galena. The total sulphide mineral
content of the veins seldom exceeds 1%. Gold values within the veins are highly
variable. "Metallics" assays reveal that considerable amounts of gold are
present in the coarse fraction of some samples. This indicates that the gold is
likely coarse and erratically distributed in the vein. This "nugget effect" is
common in many vein gold deposits.

Recent Work

In the fall of 2002, the Company commissioned an extensive mapping, sampling
and drilling program at the Elizabeth project. In detail, the work included grid
based geological mapping, the collection of 440 surface and underground samples
and the drilling of sixteen diamond drill holes totaling 1642 meters. This work
confirmed the presence of high grade gold values in known quartz veins,
demonstrated the continuity of the structures which host veins, and identified
several new areas with potential for economic gold mineralization.

In the summer and fall of 2003, the Company completed a program that included surface
trenching, grid based geological mapping and geochemical sampling.

In 2004, the Company completed a diamond drill program of 2,696 metres in two phases
  to test mineralized areas discovered during the 2003 campaign in the Southwest and No.9 Zones. This work
confirmed the presence of high grade gold values in quartz veins and identified
several new areas with potential for economic gold mineralization.

Recommendations

In 2005, the Company plans to continue the exploration of the Elizabeth property
  by diamond drilling the high potential zones
  identified in the 2002, 2003 and 2004 programs. The cost of the 2005 exploration
  program is estimated to be $400,000.

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The Truax Claims, British Columbia

The Truax Claims are an early exploration stage project without known
reserves or resources. There is not a commercial economic mineral deposit
developed at this time.

Location, Access and Ownership

The Truax property is situated approximately 7 kilometres southeast of the
community of Gold Bridge in southwestern British Columbia. Gold Bridge is
situated on Highway 40 approximately 100 km by road west of Lillooet. Driving
time from Gold Bridge to the property is approximately 30 minutes. Several
logging roads in the Gold Bridge area provide access to the lower elevations of
the property. Cat trails, 4X4 roads, and ATV trails allow access to higher
elevations (see Map 1).

In 2002, the Company located 4 claims (94 claim units). All claims are 100%
owned by the Company. In the spring of 2005, the Company converted the claims to
the new British Columbia Minerals Titles Online cell claim system.  The property consists of 4 mineral claims
totalling 2695 hectares. All claims are 100% owned by the Company.

Permitting issues are covered under the Blackdome South section on Page 24.

History, Geology, and Mineralization

The first recorded work on the Truax property took place in the 1930s.
Prospectors discovered high-grade mineralized float scattered across south and
westerly facing talus slopes. Bralorne Mines Ltd. drilled some shallow holes in
the early 1940s. From the 1970s through the 1980s, various companies conducted
soil and silt sampling, trenching, airborne and ground geophysics. Targets
included gold, silver, copper, lead, and antimony.

The geology of the Truax property consists of metamorphic (rocks deformed by
heat and pressure) rocks that have been intruded by granitic rocks. The property
lies just east of an area cut by major north-northwest trending faults. Some of
these faults controlled the gold bearing veins of the nearby Bralorne-Pioneer
mines. In the central portion of the Truax property mineralization consists of
gold-silver-zinc-antimony bearing, irregular pods within rusty fault zones that
cut the granitic rocks. East of this area previous workers also found
disseminated copper-molybdenum mineralization in the granitic rocks suggesting a
possible "porphyry" (large tonnage-low grade) environment.

Recent Work

In the fall of 2002, the Company commissioned a soil and rock sampling
program at the Truax Claims. Most of the work was conducted over two separate
grids. Weakly anomalous gold and moderately anomalous arsenic in soil and rock
were found to be associated with the fault zones in the granitic rocks on one of
these grids.

Recommendations

The Company plans to carry out detailed mapping and sampling in
  the currently identified area of interest as well as in other selected areas.
  This work is expected to develop drill targets and bring the Truax Project to
  the next stage of exploration. The cost of the proposed exploration program
  is estimated to be $20,000.

QUEBEC, CANADA



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Montgolfier Project, Quebec

The Montgolfier Project is an early-stage exploration project that has no
developed commercial mineral reserve.

Location and Ownership

The Company announced on February 12, 2004, that it had entered into an
option to purchase 100% of 112 staked claims and 32 map designated cells
(totalling 3,552 hectares) in Montgolfier and Orvilliers Townships, Quebec, 85
kilometres west of the town of Matagami (see Map 2). The agreement with Ressources D.
Villeneuve Inc. ("RDV") will also includes 15 additional adjacent mining claims
and 18 map designated cells staked by the Company. The property consists of 127 staked claims and 50 map designated cells
(totalling 4,830 hectares).

Upon regulatory approval, the Company made a
payment of $40,000 and issued 50,000 common shares to RDV. To maintain the
agreement, the Company made a cash payment of $40,000 on the first anniversay (Feb 2005)
and is to make additional cash payments of $40,000 by the
second anniversary, and $100,000 by the third anniversary of the
agreement. RDV retains a two percent Net Smelter Royalty, of which one and
one half percent is purchasable by the Company for $1,500,000.

The Montgolfier project is located in public land and therefore the surface rights
belong to the Crown. Certain surface exploration activities in public land require
permitting prior to initiating work. Prior to commencing surface drilling and
trenching the Company must obtain a "permis d'intervention en milieu forestier"
from the Ministere des resources naturelles de la faune et des parcs du Quebec.
This simple procedure is required to get access to drilling sites. Winter drilling
over bodies of water requires additional authorization from the Ministere de
l'Environnement du Quebec to comply with the zero-discharge tolerance. The
Company will comply with these requirements at such time as a program of work
is proposed.

Previous exploration on the property was conducted primarily between 1984 and
  1991 mainly by three groups: Boulder Mountain Resources, Teck Exploration/Golden
  Hope Resources, and Placer Dome/Golden Shield Resources. Government of Quebec
  assessment file records indicate that approximately 78 holes were drilled between
  1985 and 1991 along the 25- kilometre strike length of the property, with very
  little exploration having been conducted since.

The Montgolfier Project is located in the Archean Abitibi Subprovince, a
subdivision of the Superior Province, the oldest of the seven Canadian Shield
provinces. The project area lies within the north volcanic zone. This region is also
known as the Harricana-Turgeon belt. More specifically the project area occurs in
proximity to a regional network of interconnected deformation corridors extending
from Ontario to the East across the northern volcanic zone of the Abitibi
Greenstone belt.   The Montgolfier property is primarily underlain by rocks of the
Taibi basin . This sedimentary basin strikes generally east to east-northeast and
is composed of wackes, mudrocks, polymictic conglomerates, oxide iron
formation (magnetite) and minor transitional affinity mafic lavas. To the south of
the Taibi Basin lie the Cartwright and the Dieppe domains. The Cartwright
domain consists of mafic tholeiitic lavas and ultramafic intrusions, while the
Dieppe domain comprises mafic tholeiitic lavas and intrusions.

Recent Work

During 2004, the Company completed a collection, compilation and digitization of
the historical work carried out on the property.  As well, a limited field reconnaissance was
carried out in an attempt to locate the historic drill collars from previous drilling programs.
In the spring of 2005, the Company commissioned an airborne geophysical study over the entire property.

Recommendations

During 2005, the Company plans to carry out limited additional field studies to define and
prioritize targets for an initial drilling campaign tentaively planned for the
winter of 2005/2006. Estimated costs for the planned exploration program is $1,200,000, subject to financing.

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DESCRIPTION of PROPERTIES: (United States)

California, USA



Zenda Gold Mine, California

The Zenda Gold Mine is an advanced exploration project with no known
reserves. There is a significant drill inferred resource but no current
feasibility study has been done and there are no immediate plans for commercial
production.

Location, Access and Ownership

The Zenda property is registered in the name of Equinox Resources (Calif)
Inc., which is a wholly owned subsidiary of the Company. The property consists
of patented lode mining claims and 44 unpatented mineral claims and fee simple
lands. The total area is approximately 1,000 acres.

The property is located in Kern County, California, 60 kilometres east of
Bakersfield. Year round access is available to the property east from
Bakersfield along Highway 58. The towns of Tehachapi and Mojave are 25 and 45
kilometres further to the east along Highway 58. The mine turnoff is 30
kilometres along the canyon road and is accessed by a 3 kilometre one lane dirt
road (See Map 3).

The Company also holds two right of way easements that are leased from local
property owners, with one expiring January 29, 2007 and the second expiring
April 10, 2008. These rights of way guarantee access to the property from the
Caliente Creek Road.

A 5% Net Smelter Royalty is held by Paramount Gold Company, of which a
US$300,000 advanced royalty payment has been completed. In addition to this
royalty, there is a US$200,000 finder's fee payable at US$2.00 per ounce Au on
the NSR. These are the only encumbrances on the property.

Permitting

Kern County Planning Commission in the State of California is the
lead agency for the permitting of mining projects in this jurisdiction. The
project was originally permitted in 1990 by the Kern County Planning Commission
under a Conditional Use Permit ("CUP") Number 130-89. The outstanding items
under the CUP are:



> - Building Permit - location of trailers for the processing plant
>   , office, shop and other support buildings and the foundation slabs upon which
>   they will be constructed- Air Permit - granted when equipment list is
>   submitted to the County by the Operator- Power - To reduce expenses and
>   avoid the need for permitting on-site generators (and the related concerns for
>   NOx emissions), Southern California Edison will be employed to bring power to
>   the site.- Health Permit - application submitted to County upon positive
>   production decision.- Fire - Operator must supply approved fire fighting
>   equipment and water storage facility upon positive production decision.

Kern County in a letter of November 1996 confirmed that all other conditions
to the CUP have been met.



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History

Historically gold mining activities have been intermittent since the 1880s
with the last activity occurring in the 1950s. The old Zenda mine reportedly
produced 32,000 ounces of gold from 54,000 tons of ore from both glory hole and
underground mining. The property remained dormant until Shell Mining Inc., a
subsidiary of Shell Oil, acquired an option on the patented claims in 1984,
drilling 22 holes during the period 1985 - 1987.

Equinox acquired the property from Shell in 1988 and drilled 32 holes in
1988/90 and 13 holes in the early 1990s. Equinox carried out an extensive
exploration program on the property and completed a feasibility study in March
1990.

Equinox subsequently merged with Hecla Mining Co. in the spring of 1994.
Hecla's objective in acquiring Equinox was to develop the Rosebud mine in
Nevada. The Zenda project did not meet Hecla's development criteria and Saga
Exploration Co. ("Saga") subsequently acquired the project in 1995, and
undertook a detailed review of the Project in 1996. In 1996, Saga drilled
another 27 holes.

In 1997, Saga entered into a purchase agreement whereby the ownership of the
Project was transferred to the Company for share and future share consideration.
The two companies have been working co-operatively to bring the Project into
production. The Company is responsible for arranging financing for the Project
while Saga is the developer of the project and will be the contractor to the
Company to operate Zenda.

Geology and Mineralization

The geology of the Zenda Project can be characterized as granodiorite
intrusives of the Sierra Nevada Batholith (large body of granite) with
associated roof pendants of Paleozoic Kernville Series (group of rocks)
metasedimentary rocks and younger rhyolite (fine grianed granite)
intrusions/extrusions. Local hydrothermal alteration and mineralization found in
the Loraine Mining District is associated with this youngest intrusive event.

The Zenda deposit consists of epithermal, precious metal mineralization
associated with a structural zone that cuts the intrusive rocks. In the deposit
area, the granodiorites of the Sierra Nevada Batholith have been intruded by two
northeast trending, elongate stocks and numerous narrow dikes of rhyolite
porphyry.

Precious metal mineralization is associated with a northwest-striking,
northeast dipping structural zone that cuts both the granodiorite and rhyolite
intrusives. Within this zone, hydrothermal alteration and precious-metal
mineralization occur over a thickness typically ranging from 50 to 150 feet,
along strike for more than 1,200 feet, and down dip in excess of 600 feet.
Alteration consists of silica and various mica (sericite) and clay minerals. The
highly silicic zone ranges from massive microcrystalline silica ("jasperoid") to
brecciated stockworks of intersecting silica veins and veinlets.

Gold and silver mineralization in the deposit tends to increase with the
degree of silicification, with the central silicified (+/- sericite) and
adjacent sericite zones constituting the majority of the deposit.

Mineral Resources

In a 1997 independent study, a computer resource model was created from computer
  data and maps and reflects geology, gold, and silver data. The three-dimensional
  block, with dimensions of 6 metres (20-feet) in plan and 5 metre (15 foot) benches,
  provided a representation of the mineralized zone given the current data spacing
  and approximated potential mineable units. The mineral resources for the Zenda
  Property are summarized in table below.

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> Cautionary Note to U.S. Investors concerning estimates of
>   Measured and Indicated ResourcesThis section uses the term "measured" and "indicated resources." We advise
>   U.S. investors that while this term is recognized and required by Canadian
>   regulations, the U.S. Securities and Exchange Commission does not recognize
>   them. U.S. investors are cautioned not to assume that part or all of mineral
>   deposits in these categories will ever be converted into reserves.







|                     | Measured       | Indicated       
|-------------------- | -------------- | ----------------
|Cutoff Grade(opt Au) | Tons (X 1,000) | Gold Grade (opt)
|0.035                | 400            | 0.056           

Note: Tonnage factors used were 12.5 - 14.0 cubic feet per ton based
on rock and alteration type.



> Cautionary Note to U.S. Investors concerning estimates of
>   Inferred ResourcesThis section uses the term "inferred resources." We advise U.S. investors
>   that while this term is recognized and required by Canadian regulations, the
>   U.S. Securities and Exchange Commission does not recognize it. "Inferred
>   resources" have a great amount of uncertainty as to their existence, and great
>   uncertainty as to their economic and legal feasibility. It cannot be assumed
>   that all or any part of an inferred Mineral Resource will ever be upgraded to
>   a higher category. Under Canadian rules estimates of inferred Mineral
>   Resources may not form the basis of feasibility or other economic studies.
>   U.S. investors are cautioned not to assume that part or all of an inferred
>   resource exists, or is economically or legally mineable.



|                      | Inferred      
|--------------------- | --------------
|Cutoff Grade (opt Au) | Tons (X 1,000)
|0.035                 | 100           

In 2002 the Company commissioned a study of the Zenda Gold Mine entitled, "Independent
  Review of the Zenda Project" June 2002 by Steffen Robertson and Kirsten (Canada)
  Inc. ("SRK"). In the opinion of SRK, the aforementioned resources conform to
  CIM, 2000 definitions, which are compliant with National Instrument 43-101 (Canada).
  Based on our assumptions of mining and processing costs and typical of other
  such deposits, a cutoff grade of 0.035 opt Au is appropriate for the estimation
  of mineral resources.

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Drill Hole Program Completions to Date and Assay Analysis

During the period 1984-1996 three drill campaigns completed 81 holes
(16,620 feet) by Shell Mining, Equinox and Saga. In the early 1990s, Equinox
twinned 13 of the Shell holes, bringing the total holes to 94 (totaling some
20,500 feet). All of the drilling was completed by reverse circulation drill
methods.

Recommendations

The mineralized structure has been drilled thoroughly in all directions. To
the west, north and south, the projection of the altered and mineralized
structure has been eroded. To the east, the possible down-dip extension of the
mineralized structure results in excessive waste having to be removed in an
open-pit, and therefore limits exploration potential. There is no other evidence
discovered to date of additional mineralized zones.

There has been no exploration completed since 1997 that would improve this
very limited exploration potential. The Company, therefore, does not believe
that the project warrants any immediate exploration activities. Limited
exploration to test along strike and dip for further mineralization may be
planned and budgeted when an updated review of the project's economic viability
by way of a pre-feasibility study is completed. The cost of completing a
pre-feasibility study is estimated at US$50,000. The cost of the exploration
program is estimated to be US$150,000.

Nevada, USA

Map 4 - J-Pacific Nevada Projects



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Golden Trend Property, Nevada

The property is an early-stage exploration project, with no commercial ore
reserve developed at this time.

Location and Ownership

The Golden Trend Project is located in Eureka County, Nevada approximately
300 miles northeast of Reno. The project consists of 111 claims. The project can
be reached from Reno, Nevada by traveling east on Interstate 80 to Fernly (30
miles) and then east on U.S. 50 to the intersection of Grass Valley Road
(approximately 210 miles) then north west for 45 miles to the property (see Map
3).

The Company acquired an option to purchase a 100% interest in this property
in August of 1996. On July 16, 2002, the Company announced that it had completed
the acquisition of the property. The acquired interest is subject to a 3% Net
Smelter Royalty of which 2% is purchasable. The Company paid US$10,000 and
issued 25,000 common shares to the vendors as the initial payment.

The Company also paid US$10,000 along with an additional 75,000 common
shares to the vendors in 1997. Thereafter the Company paid US$10,000 each year
to maintain the option. All of the cash payments are advance royalties to be
deducted from the Net Smelter Royalty.

On July 27, 1998, the Company entered into a letter of agreement with Jipangu
whereby Jipangu could acquire a 50% interest in this property in return for
payments totaling US$500,000. A down payment of US$25,000 was made on
signing and a first installment of US$175,000 was received by the Company on
September 30, 1998. The remaining payments were due on September 30, 1999 and
September 30, 2000. During the year ended December 31, 1999, Jipangu terminated
the agreement due to the inconclusive results from the initial drill program.
The $200,000 was spent on exploration as part of the earn-in agreement thus the
Company was not required to repay these funds to Jipangu.

In March of 2004, the Company entered into an option/joint venture agreement with Jipangu
whereby Jipangu could acquire a 50% interest in this property in return for
spending a total of US$2,750,000 over a period of four years.  Jipangu must expend a total of
US$600,000 during 2005 to maintain the agreement.

Upon exercise of the option, the companies will form a joint venture with
  J-Pacific as the operator. Jipangu will have the right thereafter to earn an
  additional 15% interest in each property by completing an independent feasibility
  study and by financing the property into commercial production.

In Nevada, the Company's projects are subject to the permitting and bonding
requirements of the U.S. Bureau of Land Management ("USBLM"). These requirements
are dependent on the extent of the work to be done and prior to
commencing such activities the Company must obtain approval from the USBLM of
either a "Notice of Intent" for a planned disturbance of under five acres or a
"Plan of Operations" for a planned disturbance of more than 5 acres. In addition
the Company will be required to post a bond in an amount acceptable to the USBLM
and the Nevada Department of Environmental Quality. The Company will comply with
these requirements at such time as a program of work is proposed.

History

There is no record of work prior to the 1980s but there is evidence on the
  ground of significant trenching and shallow shaft sinking, which is apparently
  related to extensive barite mineralization on parts of the property. Several
  drill holes have been identified on the property but there is no information
  on depth or rock types encountered. It is assumed that this work was completed
  in the 1950's and 1960's. In the early 1980's, Noranda Exploration located a
  large claim group, which included the entire current J-Pacific land holding.
  Noranda completed airborne geophysical surveys, limited geological mapping and
  sampling. A number of shallow reverse circulation drill holes were completed
  but none encountered mineralization or geochemically anomalous rocks. Rubicon
  Resources Inc. acquired the property in 1993. Under an option agreement with
  Rubicon, Rocket Resources Ltd. of Vancouver B.C. completed grid based geophysics,
  geochemistry and geologic mapping. The property was acquired by the Company
  in 1996 which then completed limited drilling and trenching to date.

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Geology and Mineralization

The Golden Trend claims are largely underlain by cherts, quartzites,
siltstones and some minor carbonates of the Ordovician Vinini Formation (group
of rocks). The western one half of the claim area is covered with overburden.

Mapping of old trenches reveals weak to moderate argillic alteration and
silicification as well as barite mineralization. Exploration by J-Pacific in
1998 and 1999 identified significant coincident gold and arsenic soil
geochemical values correlated with high angle structures. Rock chip sampling
yields geochemically anomalous gold, arsenic and occasionally copper values.

Recent Work

Exploration in the form of geological mapping, geochemistry, geophysics, and
drilling has been completed on the property during the period 1997 - 1999.

In 1998 and 1999, nine drill holes were completed, totaling 2,970 feet, to a maximum
depth of 500 feet. Rock types encountered were all upper plate rocks of the
Vinini Formation.

In the winter of 2004, the Company commenced a data compliation, digitization
  and synthesis of the historical work on the property, which resulted in the
  identification of initial drill targets.  In the fall of 2004, the Company completed a preliminary drilling program at
  Golden Trend, which consisted of two holes: diamond drill hole was completed
  at 2000 feet, and a reverse circulation hole, was terminated at
  1140 feet before reaching its target horizon because of poor drilling conditions.
  These holes were drilled to test targets with coincident geochemical anomalies and structural
  traps, which occur in favourable  geological settings for hosting mineralization
  elsewhere in the district.

Recommendations

In 2005, the Company plans to initial a diamond drill program of approximately 8,000 feet to further test
the geological targets on the property.  The estimated cost for the program is US$400,000.

The Callaghan Property

The Callaghan is an early-stage exploration property that has no developed
commercial mineral reserve.

Location and Ownership

The Callaghan Property is located in Lander County, Nevada, 20 miles
northeast of Austin, the county seat. The property is approximately 150 Miles
east of Reno, Nevada and 100 miles southwest of Elko, Nevada (see Map 4). Access
is via the Grass Valley Road from Austin or Battle Mountain.

The Company announced on April 9, 2002 that it had entered into a lease
agreement with an option to purchase ten unpatented claims to augment the
adjacent 59 unpatented mining claims staked by the Company.

The terms of this agreement are between the Company and Mr. and Mrs. Joseph
Kizis of Reno, Nevada and are summarized as follows:



> 1. All mineral and mining rights to the property are granted to
>   the Company for a ten year term with the option to extend the agreement for an
>   additional ten years; 2. The Company made an initial payment of US$5,000;
>   3. Future Advanced Minimum Royalty payments are due as follows: US$5,000 at
>   the second anniversary of the agreement; US$5,000 at the third anniversary of
>   the agreement; US$20,000 at the fourth anniversary of the agreement; and
>   US$25,000 in the fifth and each subsequent anniversary. 4. Following the
>   cumulative expenditure of US$500,000 the Company has an option by paying
>   US$20,000 to purchase 100% of the property subject to Net Smelter Royalty
>   payments; a. 3% Net Smelter Royalty interest is retained by the vendors,
>   of which two percentage points are purchasable by the Company for US$1,000,000
>   per percentage point; and, b. The Advanced Minimum Royalty payments are
>   deductible from any production royalties that might be payable to the vendors.

Permitting and bonding requirements of the U.S. Bureau of Land Management (USBLM)
  and the Nevada Department of Environmental Quality are describe in the Golden
  Trend section on page 32.

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History

The Callaghan Project covers several areas of prior work, including
significant localized drilling and trenching. Little data is available for work
prior to 1988. The earliest known work on the property was carried out in the
1930's and consisted of sinking of a 60 foot deep shaft at the Rast Mine. A
minor placer gold occurrence one half mile southeast of the Rast mine was also
prospected in the 1930's. In 1969, Cache Creek Exploration Company of Reno
explored the area around the Rast mine. Exploration programs followed this work
on portions of the current property holding by Hanna Mining, Dome Exploration,
and Houston Oil and Minerals. No data are available from any of these programs.

From 1988 to 1990, Kerr McGee completed geologic mapping, soil and rock chip
sampling and drilled ten reverse circulation holes. In 1993 and 1994 FMC
conducted an extensive soil and sagebrush sampling program and drilled nine
reverse circulation holes. Placer Dome leased the property in 1995 and 1996, and
conducted an extensive airborne magnetometer survey over the project area.
Storimin Resources leased the property in 1997, but did no significant work on
the property before returning the property in May 1998. Kennecott leased the
property later in 1998, drilled 6 widely spaced holes in the region, and
returned the property in December 1998.

Geology

The Callaghan property is underlain by siliceous upper plate rocks of the
Vinini Formation and a sequence of lower plate Cambrian (550-500 million years
old), Ordovician (500-435 million years) and Silurian (435-395 million years)
age rocks, which host gold deposits elsewhere in northern Nevada. It is
interpreted that the relationship of the two plates is similar to other areas of
the State. Geochemical anomalies, including gold, arsenic and mercury, and
hydrothermally altered bedrock characteristic of gold deposits in this region
have been identified on the property. Previous drilling and geologic mapping has
identified a structural setting amenable to the development of significant ore
deposits.

Recent Work

In 2004, the Company completed a collection, compilation and digitization of the historical work
on the property along with the creation of a GIS database.

Recommendations

The property is essentially drill ready with several targets currently identified
  and additional targets expected from limited synthesis and interpretation of
  existing data. The Company plans to complete a geochemical survey before deciding on drill locations,
   and the commencement of permitting.  Estimated costs for the geochemical survey and drill exploration are US$200,000.

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The RC Property

The RC Property is an early-stage exploration project that has no developed
commercial mineral reserve.

Location and OwnershipThe RC Property is located in Elko
County, Nevada, approximately 30 miles south of Carlin (see Map 4).

The Company announced on June 7, 2002 that it had entered into a lease with
an option to purchase twenty unpatented claims to augment the 41 unpatented
mining claims staked by the Company.

The terms of this agreement are between the Company and KM Exploration LLC,
an unrelated Company, located in Elko, Nevada, and summarized as follows:



> 1. All mineral and mining rights to the property are granted to
>   the Company for a ten year term with the option to extend the agreement for an
>   additional ten years; 2. The Company made an initial payment of US$8,470;
>   3. Future Advanced Minimum Royalty payments are due as follows: US$10,000
>   at the first anniversary of the agreement; US$15,000 at the second anniversary
>   of the agreement; US$20,000 at the third anniversary of the agreement; and
>   US$30,000 at the fourth and each subsequent the anniversary of the agreement
>   to maintain the agreement; 4. The Company issued 20,000 common shares upon
>   regulatory approval to the vendors; 5. The Company issued 30,000
>   common shares at the first anniversary of the agreement; 6. Following the
>   cumulative expenditure of US$500,000, the Company has an option by paying
>   US$20,000 to purchase 100% of the property, subject to royalty payments;
>   7. A 3% Net Smelter Royalty interest is retained by the vendors, of which
>   two percentage points are purchasable by the Company for US$1,000,000 per
>   percentage point; and, 8. The Advanced Minimum Royalty payments are
>   deductible from any production royalties that might be payable to the vendors,
>   as are any federal and state royalties.

Permitting and bonding requirements of the U.S. Bureau of Land Management
(USBLM) and the Nevada Department of Environmental Quality are describe in the
Golden Trend section on page 32.

History

There is very little evidence of major exploration programs on the property.
Limited reconnaissance mapping and sampling has been completed by the property
owners. In the vicinity, several major companies, including MK Gold and Phelps
Dodge have completed drill programs.

Geology

The claims are underlain by sequences of Devonian (395-345 million years) and
  Mississippian (345-300 million years) age carbonate and clastic rocks, as well
  as minor Tertiary (65 million years to present) volcanic rocks. The Paleozoic
  (600-230 million years) rocks are cut by at least two sets of high angle faults.
  The dominant N-S trending high angle faults bring the contact between the Devonian
  age Devil's Gate limestone (calcium carbonate rock) and the Mississippian Chainman
  Formation (group of rocks), which is a regionally permissive host for gold deposits,
  to within drilling distance of the surface. Geochemical anomalies and hydrothermal
  alteration characteristic of "Rain Type" deposits (a cluster of known gold deposits
  near Carlin, Nevada) have been identified and indicate the possible presence
  of a mineral system underlying the property.

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Recommendations

The Company plans to carry out limited additional geologic mapping and
sampling in an effort to define exploratory drill target locations. Minimal work
programs are required to establish these targets. This work will be quickly
followed by a series of drill holes designed to test these targets. Estimated
costs for the first stage of exploration are US$150,000. Work will commence upon
when financing becomes available.

The HC Property

The HC Property is an early-stage exploration property with no commercial
mineral reserve discovered to date.

Location and Ownership

The property is located in Eureka County, approximately 60 miles northwest of
the town of Eureka, the county seat (see Map 4).

The Company announced on June 11, 2002 that it had entered into a lease
agreement with an option to purchase 100% interest for twenty unpatented claims
to augment the 79 additional unpatented mining claims staked by
the Company.

The terms of this agreement are between the Company and KM Exploration LLC,
an unrelated Company located in Elko, Nevada, are summarized as follows:



> 1. All mineral and mining rights to the property are granted to
>   the Company for a ten year term with the option to extend the agreement for an
>   additional ten years; 2. The Company made an initial payment of US$8,470;
>   3. Future Advanced Minimum Royalty payments are due as follows: US$10,000
>   at the first anniversary of the agreement; US$15,000 at the second anniversary
>   of the agreement; US$20,000 at the third anniversary of the agreement; and
>   US$30,000 at the fourth and each subsequent the anniversary of the agreement
>   to maintain the agreement; 4. The Company issued 20,000 common shares to
>   the vendor upon regulatory approval of the agreement; 5. The Company
>   issued 30,000 common shares at the first anniversary of the agreement; 6.
>   Following the cumulative expenditure of US$500,000, the Company has an option
>   by paying US$20,000 to purchase 100% of the property, subject to royalty
>   payments; 7. A 3% Net Smelter Royalty interest is retained by the vendor,
>   of which two percentage points are purchasable by the Company for US$1,000,000
>   per percentage point; and, 8. The Advanced Minimum royalty payments are
>   deductible from any production royalties that might be payable to the vendor.

Permitting and bonding requirements of the U.S. Bureau of Land Management
(USBLM) and the Nevada Department of Environmental Quality are describe in the
Golden Trend section on page 32.

In March of 2004, the Company entered into an option/joint venture  agreement with Jipangu
whereby Jipangu could acquire a 50% interest in this property in return for
spending a total of US$1,750,000 over a period of four years.  Jipangu must expend a total of
US$400,000 during 2005 to maintain the agreement.

Upon exercise of the option, the companies will form a joint venture with
  J-Pacific as the operator. Jipangu will have the right thereafter to earn an
  additional 15% interest in each property by completing an independent feasibility
  study and by financing the property into commercial production.

History

There is little evidence of early historical work on the property. A number
of old drill hole collars have been located but no data is available concerning
them.Geology

The claims are underlain by sequences of Devonian (395-345 million years) and
Mississippian (345-300 million years) carbonate and clastic rocks. The Paleozoic
(600-230 million years) rocks are cut by a high angle fault. It is the
geological setting of the property that makes it an attractive setting for a
gold resource. The high-angle fault brings the contact between the Devonian
Devil's Gate limestone and the Mississippian Chainman Formations (group of
rocks), which is a regionally permissive host for gold deposits, to within
drilling distance of the surface. Geochemical anomalies and hydrothermal
alteration characteristic of "Rain Type" deposits (a cluster of known gold
deposits near Carlin, Nevada) have been identified and indicate the possible
presence of a mineral system underlying the property.

Recent Work

In the fall of 2004, the Company completed a preliminary drilling program at
  HC, which consisted of a reverse circulation hole, was terminated at
  1467 feet and encountered evidence of a geothermal system.

Recommendations

In 2005, the Company plans to initiate a reverse circulation drill program of approximately 6,000 feet to further test
the geological targets on the property.  The estimated cost for the program is US$300,000.

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Introduction
The Company is a junior resource company focused on gold exploration and mining in North America. Since its inception in 1990,
the Company has engaged in a variety of exploration activities as well as small-scale gold production. During the past four years,
the Company has been acquiring exploration properties and has been involved in a series of exploration programs on
its portfolio of properties. The significant factors shaping the Company include it's relationship with Jipangu Inc. which owns in excess 33% of
the common stock of the Company. In 2004, the Company successfully negotiated an option/joint venture agreement with
Jipangu for the exploration of the Company's Golden Trend and HC properties in Nevada, USA. Other key shareholders, such as the Top Gold AG fund,
have assisted the Company's marketing efforts to more actively promote the Company and its activities to European-based investors.

The Company believes that due to the lack of exploration activities over the past two decades,
 gold production will decline significantly over the coming decade. In light of this, the Company is committed to building a portfolio of exploration
projects that have the potential for the discovery of economic ore bodies, exploring these projects  and
marketing the Company and its exploration activities to investors. The Company has a first world focus and has
assembled its portfolio of properties in what are considered to be mining friendly jurisdictions in Canada and the US.
Furthermore, the Company has focused its attention on acquiring properties in historical and/or active mining districts that have
well developed infrastructure and a strong mining culture. Currently, the Company has a portfolio of ten exploration projects,
a significant quantity for a junior mining and exploration company.

In British Columbia, the Company's ownership of the  Blackdome property significantly influenced the Company's decision
to actively explore land in proximity to the permitted milling facility at the Blackdome Gold Mine . It is the Company's long term
plan to build an ore body capable of sustaining milling operations over a multi-year time horizon. The Company's 2003 re-acquisition of
a 100% ownership interest in the Blackdome property was critical to the decision to actively explore the Blackdome South, Elizabeth
and Truax properties, which are in close proximity to the Blackdome milling facility.

Additional key elements shaping the Company can be found in 4.B.Business Overview, "Four Year Corporate History" of this document.

Financial Overview

Amortization expense was $15,353 in 2004 (2003 - $22,425; 2002 - $7,256). Starting 2003, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 143 - "Accounting for Asset Retirement Obligations". As a result, amortization
increased from 2002 to 2003 as the Company accretes into income the future value of its estimated total obligation (see note
3 in the consolidated financial statements). The impact of SFAS No. 143 is expected to result in an increase in amortization
expense through to 2012 by $11,552 per annum. The decline in amortization from 2003 to 2004 is due to the Company completely
amortizing a vehicle acquired in 2002. 12.	All asset retirement obligations have been identified and values estimated in the
financial statements.

Exploration expenditures and deferred exploration costs in 2004 were $687,134 (2003 - $400,855; 2002 - $588,274). Exploration
is funded by way of share issuance and joint venture. In 2004, the Company administered additional exploration expenses of
$559,759 from it's jont venture partner (Jipangu Inc.) on behalf of it Golden Trend and HC projects in Nevada.  All other exploration
and deferred expenditures on exploration properties were funded by way of share issuance as described in 4.A. of this
document.

On March 31, 2004, the EITF issued EITF 04-3, "Mining Assets' Impairment and Business Combinations". The consensus is effective
for reporting periods beginning after March 31, 2004, with early adoption permitted. The Company has elected to retroactively
adopted EITF No. 04-2 and EITF No. 04-3 and has elected to retrospectively adjust recorded acquisition and option maintenance
costs as Mineral properties in its balance sheets and has ceased charging such costs to operations as incurred prior to the
commencement of production for periods commencing 2003.

The impact of EITF No. 04-2 and EITF No. 04-3 and a more detailed explanation of these rules is explained in note 3 to the
consolidated financial statements.

General and administrative ("G&A") expenses consist of wages, audit and legals costs, rent, general office, and travel. G&A
for 2004 was $676,081 (2003 - $474,426; 2002 - $522,275).  The increase of $201,655 from 2003 to 2004 is due primarily to increased office
personnel and management contracts in the amount of $105,182. Audit and legal costs increased $42,988 with the Company's need for
professional advise in negotiating the Jipangu joint venture agreement. In addition, increase regulatory requirements and industry
changes to disclosure and audit procedures has increased audit and disclosure related costs by over 25% from 2003 to 2004. The
remainder of the increase in G&A is due primarily to an overall increase in corporate activity. Year over year expense increases
were recorded in marketing and promotional expenses as the Company held investor shows across North America and Europe, telephone,
travel, courier, other professional fees, bank charges, and other general office expenses.

Stock based compensation in 2004 was $205,342 (2003 - $583,069; 2002 - $77,330). Commencing 2004, the Company introduced a vesting
period in all option contracts issued to contractors and company personnel. Only options vested are recognized in stock based
compensation. This, and a decline in options issued, represents the decline in stock based compensation expense from 2003 to 2004.
Additional details on options is in note 10 of the consolidated financial statements. 9. No cash based payments to individuals
were made for stock based compensation.

Mine care and maintenance in 2004 was $203,269 (2003 - $87,121; 2002 - $57,386).  The increase from 2003 to 2004 is due to the Company
acquiring a full interest in the Blackdome Mine (up from 50%). The acquisition occurred on September 1, 2003 and is also the
primary factor in the increase in costs from 2002 to 2003 as the Company incurred full costs of maintenance beginning in the
fourth quarter of 2003.

Interest income in 2004 was $21,442 (2003 - $8,623; 2002 - $1,641). The increase in interest income is due to a higher average
cash balance held by the Company during each year.

Management fee income in 2004 was $55,191 (2003 - nil; 2002 - nil). The Jipangu HC Golden Trend option agreement permits for a 10%
management fee payable to the Company.

Tax recovery on renouncement of flow through shares in 2004 was $61,833 (2003 - $8,333; 2002 - $28,000). The credit to operating costs
is derived from the Company issuing flow through shares. In Canada, tax laws permit the Company to pass to investors the cost of
certain exploration expenses to a maximum of each investors cost base for shares purchased. Subscription agreements vary in the
industry. The Company has two from the end of the year in which the shares were sold to renounce to the investors the exploration
expenses. All efforts to renounce are on a "best efforts basis" and the Company provides no guarantees as to an amount of
renunciation.  The credit to income for the renunciation of expenses is incurred in the period in which the Company files certain
tax documents with the Canada Customs and Revenue Agency effectively declaring the renunciation. The Liability for flow through shares
is a credit on the balance sheet representing the timing difference between when the expenses are renounced to investors and when
the tax documents are filed with the Canada Customs and Revenue Agency.

Accounts receivable in 2004 was $27,516 (2003 - $7,803; 2002 - $25,340). Accounts receivable at year end is the expected GST refund.

Mine property plant and equipment was $2,272,930 in 2004 (2003 - $2,281,165;  2002 - $810,931). The increase in 2003 is due to the
acquisition of the remaining 50% of issued and outstanding shares in No. 75 Corporate Ventures Inc. for consideration of $600,000 and
the issuance of 1,500,000 common shares of the Company.

Other assets in 2004 were $155,701 (2003 - $124,500; 2002 - $114,500) representing a letter of credit in the amount of $100,000
indemnifying the Company for reclamation liabilities and reclamation deposits with the Province of British Columbia and the Nevada
Bureau of Land Management.

Accounts payable consist of current trades payables.

Operating ResultsFiscal 2004 Ended 12/31/2004 compared to Fiscal 2003

The loss for fiscal 2004 was $1,503,729 or $0.03 per share compared with a restated loss of
$1,408,704 or $0.04 per share in 2003.  During 2004 the Company had a loss from
operations of $1,645,301 as compared to $1,425,660 in 2003. The large loss is due to
higher care and maintenance costs for the Blackdome Mine, higher G&A costs in 2004,
and higher exploration expenditures in 2004. These higher costs were offset somewhat by
lower stock based compensation costs in 2004 versus 2003.

In 2004, care and maintenance costs for the Blackdome Mine were $203,269 versus
$87,121 in 2003. The higher costs are attributable to the Company assuming 100% of the
Blackdome Mine up from 50% in September 2003. Also, in 2004, the Company
commissioned a GIS compilation of the historical data and an exploration plan from
Roscoe Postle Associates. A completed report was received in May 2005.

G&A costs in 2004 were $676,081 versus $474,426 in 2003. The higher costs are
attributable to an additional 1.5 full time equivalent personnel, higher travel and promotional
costs and an increase in audit and legal costs attributable to the Company's need for
professional advise regarding its option agreement with Jipangu Inc. on the Company's
Golden Trend and HC properties.

The Company issues flow through shares to investors. The Company records a deferred
income tax credit on the issuance of flow through shares as those expenses are renounced
to the investors purchasing those shares. In 2004, the tax recovery recognized on
the renouncement of flow through shares was $61,333 versus $8,333 in 2003.

Fiscal 2003 Ended 12/31/2003 compared to Fiscal 2002
The loss for Fiscal 2003 was $1,408,704 or $0.04 per share compared with a
loss of $1,209,891 or $0.04 per share for Fiscal 2002. The larger loss in
Fiscal 2003 can be attributed to the early adoption of full value accounting
for stock based compensation. In 2003 the Company expensed options issued to
employees and directors for a total of $319,971. Prior to 2003 only options
issued to contractors were expensed.

The Company recognized $583,069 in stock based compensation expense for 2003
up from $77,330 in 2002. Total exploration and evaluation costs in 2003 were
$258,619 retated for a decline of $480,855 in 2003 from $588,274 in 2002. The higher
exploration and evaluation costs in 2002 can be attributed to acquisition
costs for the HC, RC, Callaghan and Elizabeth properties.

General and administrative costs declined from $522,275 in 2002 to $474,426 in
2003 due mainly to lower professional fees and costs associated with filing
technical reports and property acquisition agreements.

Care and maintenance costs for the Blackdome Mine increased to $87,121 in 2003 from $57,386 due
mainly to the Company acquiring 100% of the Blackdome Mine in September of
2003 versus having only 50% of the operating costs in 2002 and years prior.

Fiscal 2002 Ended 12/31/2002 compared to Fiscal 2001
The loss for Fiscal 2002 was $1,209,891 or $0.04 per share compared with a
loss of $645,408 or $0.03 per share for Fiscal 2001. The larger loss in Fiscal
2001 can be attributed to increased expenses at the Company's head office and
increased exploration and evaluation costs.

General and Administrative expenses increased during Fiscal 2002 as compared
to Fiscal 2001 in the amount of $76,081. The increase was due primarily to the
fact that during Fiscal 2002 the Company incurred higher administrative costs
due to the increased activities of the Company such as filing fees and
professional fees.

Care and maintenance during Fiscal 2002 was $57,386 as compared to $68,139
during Fiscal 2001. The higher costs in 2001 can be attributed to the Company
opening the camp at the Blackdome Mine two months earlier for purposes of
drilling the tailings facility.

The Company expended a total of $588,274 during the period ending December 31,
2002, on its mineral properties compared to $49,212 during the period ended
December 31, 2001. The higher level of expenditures reflected the increased
funds available to carry out exploration programs and maintain the various
mineral properties.



|page 38
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Liquidity and Capital Resources
 Subsequent to the end of 2004, the Company has issued nil shares.  On January 13, 2005, the
Company received approval from the TSX Venture Exchange for a one-year extension in term for
warrants issued pursuant to private placements on January 24, 2003 and January 31, 2003.  A
total of 1,000,000 outstanding warrants will now expire on January 24, 2006 and 375,000 on
January 31, 2006.  All other terms of the warrants remain unchanged.

Fiscal 2004 ended 12/31/2004 To Date
On March 8, 2005, the Company staked an additional 49 claims at HC in Nevada. Also, in June 1,
2005, the Company staked an additional 38 claim map cells contiguous with its existing
Montgolfier property.

During 2004, the Company conducted three private placements.  On January 14, a private
placement was completed in the amount of $770,000 for 1,400,000 units.  Each Unit consists of
one common share and one warrant, with each warrant exercisable to purchase a further
common share of the Company at a price of $0.75 per share until January 16, 2006.  On August
11, 2004, a private placement was completed in the amount of $300,000 for 500,000 units.  Each
Unit consists of one common flow through share and one half warrant, with each full warrant
exercisable to purchase a further common share of the Company at a price of $0.80 per share
until August 11, 2005.  Any warrants exercised on or before February 28, 2005, the
underlying shares were considered flow through shares, though no such warrants were exercised. On December 22, 2004, a private
placement was completed in the amount of $498,000 for 830,000 units.  Each Unit consists of
one common flow through share and one half warrant, with each full warrant exercisable to
purchase a further common share of the Company at a price of $0.80 per share until December
22, 2005.  The flow-through shares were renounced subsequent to year end, effective December
31, 2004 and all commitments have been met.

During 2004, 1,610,832 warrants were exercised for proceeds of $623,583. Also, 175,000 options
were exercised for proceeds of $35,000.  The Company issued 50,000 pursuant to a property
option agreement.

Cash used in operating activities was ($1,253,739) for Fiscal 2004. Cash from financing activities was
$1,766,559.  Significant items were proceeds from the issuance of shares in the amount of
$1,814,083 and share issuance costs of ($47,524). Cash used in investing activities was
($168,128). Significant items are additions to mineral properties in the amount of ($141,878),
reclamation bonds in the amount of ($23,469) and office equipment in the amount of ($2,781).



Fiscal 2003 Ended 12/31/2003
On March 2, 2004, the Company announced that it had signed a letter of intent
with Jipangu Inc. of Tokyo, Japan allowing Jipangu to earn a 50% interest in
J-Pacific's Golden Trend and HC properties in Nevada.  The letter of intent is
subject to the completion of a definitive option agreement, the satisfactory
completion of Jipangu's due diligence, and the receipt of the required
regulatory approvals.  Jipangu is a private Japanese company focused on
investments in the gold sector and is J-Pacific's largest shareholder, owning
approximately 37.4% of J-Pacific's outstanding common shares at the end of 2003.

Jipangu can earn a 50% interest in the projects by funding exploration over a
four year period in the aggregate amount of US$2,750,000 in the case of the
Golden Trend Project, and US$1,750,000 in the case of the HC Project.
Jipangu will make cash payments of US$150,000 upon execution of the
definitive option agreement, US$150,000 on the first anniversary thereof and
payments of US$200,000 on succeeding anniversary dates until the option is
exercised. Jipangu is responsible for annual claim maintenance fees and
advance royalty payments.

Upon exercise of the option on either of the properties, the companies will
form a joint venture with J-Pacific as the operator.  Jipangu will have the
right thereafter to earn an additional 15% interest in each property by
completing an independent feasibility study and by financing the property into
commercial production.

On February 12, 2004, the Company entered into an option to purchase 100% of
112 staked claims and 32 map designated cells (totaling 3,552 hectares) in
Montgolfier and Orvilliers Townships, Quebec.  The agreement with Ressources
D. Villeneuve Inc. ("RDV") will also include 16 additional adjacent mining
claims staked by J-Pacific. Upon regulatory approval, the Company made a
payment of $40,000 and issued 50,000 shares to RDV. Regulatory approval was
received on February 17, 2004.

In November and December of 2003, the Company issued 252,668 share upon the
exercise of warrants for proceeds of $115,467. In November 2003 the Company
issued 1,500,000 shares as partial consideration for repurchase of Jipangu's
50% interest in the Blackdome Mine joint venture. Other transactions include
three private placements of 3,416,667 units between June and October of 2003
for proceeds of $1,383,333. Each unit consists of one common share and one
share purchase warrant entitling the holder to purchase one common share at
$0.60 at expiry dates between October 2004 and October 2005. In January
1,375,000 units were issued for proceeds of $550,000. Each unit consists of
one common share and one share purchase warrant entitling the holder to
purchase on common share at $0.60 expiring in January 2005.

Cash used in operating activities was ($827,307) for Fiscal 2003. Significant
items included ($52,164) in net changes in non-cash working capital items.
Cash from in financing activities was $2,347,389. Significant items was a net
repayment of shareholder loans in the amount of $123,911; proceeds from the
issuance of common shares in the amount of $2,058,800; and subscriptions
received but shares not issued in the amount of $412,500. Cash flow used in
investing activities was ($616,682). Significant items include ($600,000) cash
consideration for the repurchase of Jipangu's 50% interest in the Blackdome
joint venture; and ($18,043) for the purchase of capital assets such as
computers and a vehicle.

The Company has not generated any operating revenue from any of its
properties.  The Company receives cash for use in operations from issuing
common shares and the optioning/sale of selected assets.



|page 39
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5.C. Research and development, patents and licenses, etc. The Company is not dependent upon any patents or licenses and conduct
  no activities defined as research and development.

5.D.  Trends

The Company has no production, cost or inventory trends to report.

The Company conducts business in the United States. In addition, gold is
priced principally in US dollars.  Major changes in exchange rates can
impact the cost of conducting business in the United States as well as the
relative profitability and feasibility of exploration projects. Past
performance is not necessarily indicative of future performance.  However,
the Company feels a strong inverse relationship exists between the price of
gold and the US dollar, which serves to mitigate exchange rate risk.

5.E.  Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.

**5.F. Tabular disclosure of contractual obligations**



|Payments due by period     
|---------------------------
|                           
|Operating lease obligations
|Purchase obligations       

**5.G. Safe harbor** --- No Disclosure Necessary ---

|page 40
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

6.A. Directors and Senior Management

|Table No. 6Directors and Senior
      ManagementJune 1, 2005
|------------------------------------------------------------
|Name                                                        
|Nicholas T. Ferris                                          
|Ralph Braun                                                 
|Cheri Pedersen                                              
|D'Arcy Adam                                                 
|Kazuo Shuto                                                 
|Driffield Cameron                                           
|Jean-Pierre Schumacher                                      
|Manabu Kameda                                               

(1) Member of the audit committee. The Audit Committee is composed of three
Directors, all of whom are non-officers of the Company. The Audit Committee
meets at four times each year to review the annual audited financial statements and make
appropriate recommendations to the Board of Directors based upon their review.

Nicholas T. Ferrishas been the President of the Company since
February 1, 2000 and a member of the Board of Directors since February 1, 2000.
Mr. Ferris is a graduate of McGill University in Montreal, Quebec where he
received a Bachelor of Arts Degree in Economics. Prior to joining the Company he
was employed by Canadian Home Income Plan in that company's mortgage department.
He was employed by Canadian Home Income Plan from January 1992 until January of
1999. Mr. Ferris currently has no affiliation with any other public or private
companies.

D'Arcy Adamhas been a member of the Board of Directors since April
18, 2000. Mr. Adam is graduated from N.A.I.T. a technical school located in
Edmonton, Alberta in June of 1973. He has been employed by Key West Ford in
Vancouver, British Columbia since 1987 where he is currently the lease manager.
Mr. Adam currently has no affiliation with any other public company.

Kazuo Shutohas been a member of the Board of Directors since June 15,
2001. Mr. Shuto is a graduate of Tohoku University where he received a Bachelor
of Science Degree in 1956. He is a "Surveyor First Class", a designation he
received from the Japanese Association of Surveyors and a "Consultant Engineer
of Geology", a designation he received from the Science Technology Agency of the
Japanese Government. From 1992 until 1999 he was a senior research geologist for
Japan Mining Engineering and since 1999 he has been employed by Jipangu, Inc. as
the Exploration Manager. He is also a member of the Board of Directors of
Jipangu which is a major shareholder of the Company.

Driffield Cameronhas been a member of the Board of Directors since
April 12, 2001. Mr. Cameron is a graduate of Acadia University, located in
Wolfville, Nova Scotia, where he received a Bachelor of Science Degree in 1971.
He also received a Completion Certificate in 1991 from the Canadian Securities
Institute, located in Toronto, Ontario, indicating he successfully completed the
Canadian Securities Course. Mr. Cameron has been the Vice President of
Exploration for High River Gold Mines Ltd., a publicly traded company located in
Toronto, Ontario, since 1994. From 1992 until he joined High River Gold Mines
Ltd. he was the principal of Geologic Associates, a geological consulting firm.

**Jean-Pierre Schumacher** holds a degree of an "expert of business and company
finance" (Betriebsoekkonom KSZ), from Zurich. Mr. Schumacher brings with him a
wealth of experience in the capital markets and in corporate finance through
employment with Marc Rich & Co. Holdings, CS First Boston Corp., Credit Suisse
and the Union Bank of Switzerland. Currently Mr. Schumacher is the founding
member, a managing partner and the chief executive officer of Lion Capital
Group AG of Zurich.

**Ralph Braun**has been the Chief Financial Officer of the
Company since April 1, 2001. His duties include working in the areas of
planning, budgeting, finance, accounting and systems. He is a member of the Certified General
Accountants Association of British Columbia, a designation that he received in 1998. Mr. Braun is a
graduate of the University of British Columbia. He received his Bachelor of Arts
degree from this institution in 1988. He is also a graduate of the University of
Western Washington where he received his MBA in 1992. From 1996 until 1998 he
held the position of Controller of Finance with the Canadian Home Income Plan
and from 1996 until 2000 he held the position of Controller of IT with the same
organization. He is currently doing database application development for the
Canadian Home Income Plan as an independent contractor.

**Manabu Kameda** has been a member of the Board of Directors
since May 16, 2003. A graduate of Kyoto Sangyo University in Business
Administration, Mr. Kameda has extensive experience in commercial banking and
has consulted for both public and private companies. He is also a member of the
Board of Directors of Jipangu which is a major shareholder of the Company.

|page 41
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The Directors have served in their respective capacities since their election
and/or appointment and will serve until the next Annual General Meeting or until
a successor is duly elected, unless the office is vacated in accordance with the
Articles/By-Laws of the Company.

The Executive Officers serve at the pleasure of the Board of Directors.

No Director and/or Executive Officer has been the subject of any order,
judgment, or decree of any governmental agency or administrator or of any court
or competent jurisdiction, revoking or suspending for cause any license, permit
or other authority of such person or of any corporation of which he is a
Director and/or Executive Officer, to engage in the securities business or in
the sale of a particular security or temporarily or permanently restraining or
enjoining any such person or any corporation of which he is an officer or
director from engaging in or continuing any conduct, practice, or employment in
connection with the purchase or sale of securities, or convicting such person of
any felony/misdemeanor involving a security or any aspect of the securities
business or of theft or of any felony.

There are no family relationships between any two or more Directors or
Executive Officers.

There are no arrangements or understandings between any two or more Directors
or Executive Officers, pursuant to which he was selected as a Director or
Executive Officer.

6.B. Compensation

Cash CompensationTotal compensation accrued and/or paid
(directly and/or indirectly) to all Directors/Executive Officers during Fiscal
2004 ended 12/31/2004 was $204,000.



|Table No. 7
          Summary Compensation Table
          Senior Management
|----------------------------------------------------------------------------
|                                                                            
|Name and Principal Position                                                 
|Nicholas T. Ferris, President and Director                                  
|                                                                            
|                                                                            
|                                                                            
|Ralph Braun, Chief Financial Officer                                        
|                                                                            
|                                                                            
|

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Options/SARs Granted/Exercised During The Most Recently Completed Fiscal
  Year

During the most recently completed fiscal year, the following incentive stock
options as shown in Table 8 were granted to Senior Management, Directors, employees and consultants.
No SARs (stock appreciation rights) were granted during this period.



|Table No. 8
          Stock Option Grants in Fiscal 2004 Ended 12/31/2004
|-------------------------------------------------------------------------
|                                                                         
|Name                                                                     
|Nicholas T. Ferris                                                       
|Ralph Braun                                                              
|D'Arcy G. Adam                                                           
|Kazuo Shuto                                                              
|Driffield Cameron                                                        
|Manabu Kameda                                                            
|Manabu Kameda                                                            
|Jean-Pierre Schumacher                                                   
|Jean-Pierre Schumacher                                                   
|Jean-Pierre Schumacher                                                   
|Consultant/Employee                                                      
|Consultant/Employee                                                      
|Consultant/Employee                                                      
|Consultant/Employee                                                      
|Consultant/Employee                                                      
|Consultant/Employee                                                      
|Consultant/Employee                                                      

Management Contracts

The Company has material employment contracts with its two senior officers:
Nick Ferris, President and CEO and Ralph Braun, Chief Financial Officer.

Details of Mr. Ferris' contract include remuneration of $120,000 per annum,
reimbursement of expenses, vehicle for business use, 12 month serverance on
a change in control and key man insurance. There is no expiry term. The
contract is subject to an annual review by the compensation committee of
J-Pacific Gold Inc. Details of Mr. Braun's contract include remuneration of
$84,000 per annum, reimbursement of expenses, vehicle for business use, 12
month severance on a change in control and key man insurance. There is no
expiry term. The contract is subject to an annual review by the compensation
committee of J-Pacific Gold Inc.

These contracts can be found as an exhibit to this Annual Report.

Director Compensation
  The Company has no formal plan for
compensating its Directors for their service in their capacity as Directors.
Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meetings of the
Board of Directors. The Board of Directors may award special remuneration to any
Director undertaking any special services on behalf of the Company other than
services ordinarily required of a Director. Other than indicated in Table 8, no
Director received any compensation for his services as a Director, including
committee participation and/or special assignments.

Stock OptionsThe Company grants stock options to
Directors, Senior Management and employees; refer to ITEM #6.E., "Share
Ownership".

Pension/Retirement BenefitsNo funds were set aside or
accrued by the Company during Fiscal 2004 to provide pension, retirement or
similar benefits for Directors or Executive Officers.

Other CompensationNo Executive Officer/Director received
"other compensation" in excess of the lesser of US$25,000 or 10% of such
officer's cash compensation, and all Executive Officers/Directors as a group did
not receive other compensation which exceeded US$25,000 times the number of
persons in the group or 10% of the compensation.

Bonus/Profit Sharing/Non-Cash CompensationExcept for the
stock option program discussed in ITEM #6.E., the Company has no material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or
may be paid to the Company's Directors or Executive Officers.

|page 43
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Written Management/Consulting AgreementsNicholas T.
FerrisRalph Braun

6.C. Board Practices

6.C.1. Terms of Office.Refer to ITEM
6.A.1.6.C.2. Directors' Service Contracts.--- No
Disclosure Necessary ---6.C.3. Board of Director Committees.The
Company has an Audit Committee, which recommends to the Board of Directors the
engagement of the independent auditors of the Company and reviews with the
independent auditors the scope and results of the Company's audits, the
Company's internal accounting controls, and the professional services furnished
by the independent auditors to the Company. The Audit Committee was formed on
4/18/2000. The current members of the Audit Committee are: Jean-Pierre Schumacher, D'Arcy Adam
and Driffield Cameron. For fiscal 2004, the Audit Committee met on 5/27/2004, 8/24/2004, 11/25/2004 and 4/8/2005.

6.D. EmployeesAs of 6/1/2005, the Company had three
full-time employees, including the two members of senior management. As of 12/31/2004 and
12/31/2003, the Senior Management were the only full-time employees. None of the Company's
employees are covered by collective bargaining agreements. Management is defined
as employees for disclosure purposes.

6.E. Share OwnershipTable No. 9 lists, as of 6/1/2005, Directors and Executive Officers who
  beneficially own the Company's voting securities and the amount of the Company's
  voting securities owned by the Directors and Executive Officers as a group.
  The Company is aware of one shareholder who has 5% or greater beneficial interest
  in the Company's securities: Mr. Tamisuke Matsufuji.

|page 44
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|Table No. 9
            Shareholdings of Directors and Executive Officers
            Shareholdings of 5% Shareholders
|----------------------------------------------------------------------------------------------------------------------
|Title of Class                                                                                                        
|Common                                                                                                                
|Common                                                                                                                
|Common                                                                                                                
|Common                                                                                                                
|Common                                                                                                                
|Common                                                                                                                
|Common                                                                                                                
|Common                                                                                                                
|Total Directors and Executive Officers                                                                                
|                                                                                                                      
|Common                                                                                                                
|                                                                                                                      
|Total Directors/Officers/5% Shareholders                                                                              

# Based on 44,794,492 shares outstanding as of 6/1/2005 and stock options
and warrants held by each beneficial holder exercisable within sixty days.

> (1) of these shares, 750,000 represent currently exercisable share purchase
>   options and 108,333 share purchase warrants;
>   (2) of these shares, 325,000 represent currently exercisable share purchase
>   options and 12,500 share purchase warrants;
>   (3) of these shares, 125,000 represent currently exercisable share purchase
>   options and 83,333 share purchase warrants;
>   (4) of these shares, 350,000 represent currently exercisable share purchase
>   options;
>   (5) of these shares, 300,000 represent currently exercisable share purchase
>   options;
>   (6) Of these shares, 300,000 represent currently exercisable share purchase
>   options;
>   (7) Of these shares, 300,000 represent currently exercisable share purchase
>   options;
>   (8) Of these shares, 300,000 represent currently exercisable share purchase
>   options and, 
>     (9) Of these shares, 375,000 represent currently exercisable share purchase
>     warrants.

|page 45
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Stock Options

The principal purposes of the Company's stock option program are to (a)
promote a proprietary interest in the Company among the officers, directors
and employees of the Company and its affiliates, (b) retain and attract the
qualified officers, directors and employees the Company requires, (c) provide
a long-term incentive element in overall compensation, and (d) promote the
long-term profitability of the Company.

The Stock Option Plan provides that stock options may be granted to directors,
senior officers, employees and consultants of the Company and management
company employees.  For the purposes of the Stock Option Plan, the terms
"employees", "consultants" and "management company employees" have the
meanings set out in TSX Venture Exchange Policy 4.4.  In addition, the term
"director" is defined in TSX Venture Exchange Policy 4.4 to include directors,
senior officers and management company employees.

The Plan provides for the issuance of stock options to acquire at any time
  up to a maximum of 10% of the issued and outstanding common shares of the Company
  (subject to standard anti-dilution adjustments). If a stock option expires or
  otherwise terminates for any reason without having been exercised in full, the
  number of common shares reserved for issuance under that expired or terminated
  stock option shall again be available for the purposes of the Plan. Any stock
  option outstanding when the Plan is terminated will remain in effect until it
  is exercised or it expires. The Plan provides that it is solely within the discretion
  of the Board to determine who should receive stock options and in what amounts,
  subject to the following conditions:

> (a) options will be non-assignable and non-transferable except that they will
>     be exercisable by the personal representative of the option holder in the
>     event of the option holder's death; 
> (b) options may be exercisable for a maximum of ten years from grant date;
> (c) options to acquire no more than 5% of the issued shares of the Company may
>     be granted to any one individual in any 12 month period;
> (d) options to acquire no more than 2% of the issued shares of the Company may
>     be granted to any one consultant in any 12 month period;
> (e) options to acquire no more than an aggregate of 2% of the issued shares of
>     the Company may be granted to an employee conducting investor relations
>     activities (as defined in TSX Venture Exchange Policy 1.1), in any 12
>     month period;
> (f) options held by an option holder who is a director, employee, consultant
>     or management company employee must expire within 90 days after the option
>     holder ceases to be a director, employee, consultant or management company
>     employee;
>   (g) in the event of an option holder's death, the option holder's personal representative
>   may exercise any portion of the option holder's vested outstanding options for
>   a period of one year following the option holder's death.

|page 46
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The Stock Option Plan provides that other terms and conditions may be attached
  to a particular stock option, such terms and conditions to be referred to in
  a schedule attached to the option certificate. Stock options granted to directors,
  senior officers, employees or consultants may vest when granted unless otherwise
  determined by the Board on a case by case basis.

In addition, under the Stock Option Plan a stock option will expire
immediately in the event a director or senior officer ceases to be a director
or senior officer of the Company as a result of (i) ceasing to meet the
qualifications under the Company Act (British Columbia), (ii) the passing of a
special resolution by the shareholders or (iii) an order made by a regulatory
authority. A stock option will also expire immediately in the event an
employee ceases to be an employee as a result of termination for cause or an
employee or consultant ceases to be an employee or consultant as a result of
an order made by a regulatory authority.

The price at which an option holder may purchase a common share upon the
exercise of a stock option will be as set forth in the option certificate
issued in respect of such option and in any event will not be less than the
discounted market price of the Company's common shares as of the date of the
grant of the stock option (the "Award Date").  The market price of the
Company's common shares for a particular Award Date will typically be the
closing trading price of the Company's common shares on the day immediately
preceding the Award Date, or otherwise in accordance with the terms of the
Stock Option Plan.  Discounted market price means the market price less a
discount of up to 25% if the market price is $0.50 or less; up to 20% if the
market price is between $2.00 and $0.51; and up to 15% if the market price is
greater than $2.00.

In no case will a stock option be exercisable at a price less than the minimum
prescribed by each of the organized trading facilities or the applicable
regulatory authorities that would apply to the award of the stock option in
question.

The Stock Option Plan also provides that (a) disinterested shareholder
approval will be obtained for any reduction in the exercise price of an option
held by an insider of the Company and (b) options cannot be granted to
employees, consultants or management company employees that are not bona fide
employees, consultants or management company employees, as the case may be.

Common shares will not be issued pursuant to stock options granted under the
  Stock Option Plan until they have been fully paid for by the option holder.
  The Company will not provide financial assistance to option holders to assist
  them in exercising their stock options.

|page 47
|-------

|Table No. 10
          Stock Options Outstanding
          as of 6/1/2005
|-------------------------------------------------------------------------
|Name                                                                     
|Nicholas T. Ferris                                                       
|                                                                         
|                                                                         
|                                                                         
|Ralph Braun                                                              
|                                                                         
|                                                                         
|Cheri Pedersen                                                           
|D'Arcy G. Adam                                                           
|                                                                         
|                                                                         
|Kazuo Shuto                                                              
|                                                                         
|                                                                         
|Driffield Cameron                                                        
|                                                                         
|                                                                         
|Jean-Pierre Schumacher                                                   
|                                                                         
|                                                                         
|Manabu Kameda                                                            
|                                                                         
|                                                                         
|Consultant/Employee                                                      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Total Officers/Directors                                                 
|Total Employees/Consultants                                              
|**Total Officers/Directors/Etc.**                                        

|page 48
|-------

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. Major Shareholders

7.A.1.a. Holdings By Major ShareholdersRefer to ITEM #6.E. and
Table No. 10.

7.A.1.b. Significant Changes in Major Shareholders' Holdings
  The participation in private placements of equity by the Company and exercise
  of stock options/share purchase warrants has lead over the last several year
  to some significant changes in the holdings of major shareholders; the table
  below reflects direct holdings of common shares, refer to Table No. 9 for additional
  information.

|Table No. 11Changes in Holdings of Major
      Shareholders
|-----------------------------------------------------------
|                                                           
|Tamisuke Matsufuji                                         

7.A.1.c. Different Voting RightsThe Company's major
shareholders do not have different voting rights.

7.A.2. Canadian Share Ownership
On 5/11/2005, the Company's shareholders' list showed 44,794,492 common shares
outstanding with 824 shareholders in Canada.

7.A.3. Control of CompanyThe Company is a publicly-owned
Canadian corporation, the shares of which are owned by U.S. residents, residents
of Japan, Canadian residents and other foreign residents. The Company is not
controlled by any foreign government or other person(s) except as described in
ITEM #4.A., "History and Development of the Company", and ITEM #6.E., "Share
Ownership".

7.A.4. Change of Control of Company Arrangements- No
Disclosure Necessary -

|page 49
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7.B. Related Party Transactions
During the year ended December 31, 2004 a total of $9,748 was paid to John Mesrobian, a Director of the Company,
for professional fees ($7,000) and for investor relations and corporate promotional activities.

Jipangu Inc. owned 33% of the common shares of the Company at December 31, 2004 (2003 - 35%) and has two
representatives on the Company's board of directors.

In 2003, the Company acquired from Jipangu the 50% of the Blackdome property that it did not already own.

During the year ended December 31, 2003, the Company fully paid shareholder loans amounting to $78,327
outstanding to Jipangu Inc.  The loans bore interest at rates up to 7.0% per annum, accruing interest of $5,663
during 2003, were unsecured and had no fixed repayment terms.



Trust Agreements- No Disclosure Necessary -

Shares for Compensation to Shareholders Who Exercised
Warrants- No Disclosure Necessary -

Legal Services- No Disclosure Necessary -7.C.
Interests of Experts and Counsel- No Disclosure Necessary -

ITEM 8. FINANCIAL INFORMATION

8.A. Consolidated Statements and Other Financial
InformationThe Company's financial statements are stated in Canadian
Dollars (CDN$) and are prepared in accordance with U.S. Generally Accepted
Accounting Principles.

The financial statements as required under ITEM #17 are attached hereto and
found immediately following the text of this Annual Report. The audit report of
Morgan & Company, independent Chartered Accountants, are included herein
immediately preceding the financial statements and schedules.

8.A.7. Legal/Arbitration ProceedingsThe Directors and the
management of the Company know of no material, active or pending, legal
proceedings against them; nor is the Company involved as a plaintiff in any
material proceeding or pending litigation.

The Directors and the management of the Company know of no active or pending
proceedings against anyone that might materially adversely affect an interest of
the Company.

8.B. Significant ChangesNo significant change has occurred since the date of the annual financial
  statements.

|page 50
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ITEM 9. THE OFFER AND LISTING

9.A. Common Share Trading Information

As of 12/31/2004, the authorized capital of the Company was 100,000,000 common
shares without par value. As of 12/31/2004, there were 44,794,492 common
shares issued and outstanding.

The Company's common shares began trading on the TSX Venture Exchange
(formerly the Vancouver Stock Exchange) in Vancouver, British Columbia,
Canada, under its former name "Claimstaker Resources Ltd." on August 9, 1990.
The current stock symbol is "JPN". The CUSIP number is #46625P.

Table No. 12 lists the high and low sale prices on the TSX Venture Exchange
  for the Company's common shares for the last five fiscal years, the last two
  years by quarter, and the last six months.



|Table No. 12
          TSX Venture Exchange (formerly the Canadian Venture Exchange)
          Common Shares Trading Activity
|-----------------------------------------------------------------------------------------------------------------------------
|- Sales -
            Canadian Dollars                                                                                       
|**Period**                                                                                                                   
|Month Ended 05/31/05                                                                                                         
|Month Ended 04/30/05                                                                                                         
|Month Ended 03/31/05                                                                                                         
|Month Ended 02/29/05                                                                                                         
|Month Ended 01/31/05                                                                                                         
|Month Ended 12/31/04                                                                                                         
|                                                                                                                             
|Fiscal Year Ended 12/31/2004                                                                                                 
|Fiscal Year Ended 12/31/2003                                                                                                 
|Fiscal Year Ended 12/31/2002                                                                                                 
|Fiscal Year Ended 12/31/2001                                                                                                 
|Fiscal Year Ended 12/31/2000                                                                                                 
|                                                                                                                             
|Quarter Ended 12/31/04                                                                                                       
|Quarter Ended 09/30/04                                                                                                       
|Quarter Ended 06/30/04                                                                                                       
|Quarter Ended 03/31/04                                                                                                       
|                                                                                                                             
|Quarter Ended 12/31/03                                                                                                       
|Quarter Ended 09/30/03                                                                                                       
|Quarter Ended 06/30/03                                                                                                       
|Quarter Ended 03/31/03                                                                                                       

|page 51
|-------

The TSX Venture Exchange The TSX Venture Exchange is a result of the acquisition by the Toronto
  Stock Exchange of the Canadian Venture Exchange ("CDNX") from its member firms
  on 8/1/2001. The CDNX resulted from the merger between the Vancouver Stock Exchange
  and the Alberta Stock Exchange that took place on 11/29/1999, to form the CDNX.
  The TSX Venture Exchange currently operates as a complementary but independent
  exchange from its parent, the Toronto Stock Exchange.

The initial roster of the CDNX was made up of venture companies previously
listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later
incorporated junior listings from the Montreal Stock Exchange, the Winnipeg
Stock Exchange, and the CDN Over-The-Counter Market.  The TSX Venture Exchange
is a venture market as compared to the Toronto Stock Exchange that is Canada's
senior market and the Montreal Exchange that is Canada's market for
derivatives products.

The TSX Venture Exchange currently has five service centers: Calgary, Toronto,
Vancouver, Winnipeg and Montreal.  These service centers provide corporate
finance, surveillance and marketing expertise.  The corporate office for the
TSX Venture Exchange is located in Calgary and the operations office is
located in Vancouver.

The TSX Venture Exchange is a self-regulating organization owned and operated
by the Toronto Stock Exchange, which in turn is owned by its member brokerage
firms.  It is governed by representatives of member firms and the public.

Organizationally, the TSX Venture Exchange is comprised of seven business
areas: Corporate Finance Services, Trading Services and Market Information
Services, Compliance, Marketing, Technology, Corporate Affairs and Human
Resources.

The TSX Venture Exchange acts as a business link between TSX members, listed
companies and investors.  TSX Venture Exchange policies and procedures are
designed to accommodate companies still in their formative stages and
recognize those that are more established.  Listings are predominately small
and medium sized companies.

Investors in Canada are protected by the Canadian Investor Protection Fund
("CIPF"). The CIPF is a private trust fund established to protect customers in
the event of the insolvency of a member of any of the following self-
regulatory organizations: the TSX Venture Exchange; the Montreal Exchange; the
Toronto Stock Exchange; the Toronto Futures Exchange; and the Investment
Dealers Association of Canada.

Post-trade monitoring of market activity occurs in the market surveillance
department.  Sophisticated software analyses trade data from TRADETSX to
detect possible market improprieties.  A variety of surveillance and
investigative tools allow the TSX Venture Exchange to perform electronic
market monitoring and trade reviews.

The surveillance department is also responsible for monitoring and reviewing
  listed company activities and detecting breaches of the listing policies or
  the listing agreement. Market surveillance and listed company surveillance activities
  are closely coordinated.

|page 52
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9.A.5. Common Share Description

Registrar/Common Shares Outstanding/ShareholdersThe
Company's common shares are issued in registered form and the following
information is taken from the records of the Company's transfer agent, Pacific
Corporate Trust Company of Canada, located in Vancouver, British Columbia.

Common Share DescriptionAll of the authorized common shares
of the Company are of the same class and, once issued, rank equally as to
dividends, voting powers, and participation in assets. Holders of common stock
are entitled to one vote for each share held of record on all matters to be
acted upon by the shareholders. Holders of common stock are entitled to receive
such dividends as may be declared from time to time by the Board of Directors,
in its discretion, out of funds legally available therefore.

Upon liquidation, dissolution or winding up of the Company, holders of common
stock are entitled to receive pro rata the assets of Company, if any, remaining
after payments of all debts and liabilities. No shares have been issued subject
to call or assessment. There are no pre-emptive or conversion rights and no
provisions for redemption or purchase for cancellation, surrender, or sinking or
purchase funds.

Provisions as to the modification, amendment or variation of such shareholder
rights or provisions are contained in the British Columbia Corporations Act
("Act"). Unless the Act or the Company's Articles or Memorandum otherwise
provide, any action to be taken by a resolution of the members may be taken by
an ordinary resolution or by a vote of a majority or more of the shares
represented at the shareholders' meeting.

The Company's Articles and the British Columbia Corporations Act contain
provisions that require a "special resolution" for effecting certain corporate
actions. Such a "special resolution" requires a two-thirds vote of shareholders
rather than a simple majority for passage. The principle corporate actions that
require a "special resolution" include:

a. Changing the Company name;

b. Adding/changing/removing any restriction on the business or businesses
that the Company may carry on;

c. Changing the maximum number of shares that the Company is authorized to
issue;

d. Creating a new class of shares;

e. Changing the designation of all or any of its shares, and adding/changing/
removing any rights/privileges/restrictions and conditions, including rights to
accrued dividends, in respect of all or any of its shares, whether
issued/unissued;

f. Changing the number of any class or series, whether issued or unissued,
into a different number of shares of the same class or series or into the same
or a different number of shares or other classes or series.

g. Dividing a class of shares, whether issued/unissued, into series and
fixing the number of shares in each series and the
rights/privileges/restrictions/conditions of that series;

h. Authorizing the Directors to divide any class of unissued shares into
series and fixing the number of shares in each series and the
rights/privileges/restrictions/conditions of that series;

i. Authorizing the Directors to change the rights/privileges/
restrictions/conditions attached to unissued shares of any series;

j. Revoking/diminishing/enlarging any authority conferred under (h) and (i);

k. Increasing/decreasing the number of Directors or the minimum or maximum
number of Directors, subject to other rules;

l. Subject to section 45(8), adding/changing/removing any other provision
that is permitted by the British Columbia Corporations Act to be set out in the
Articles;

m. Amending the Articles of Incorporation;

n. Shareholder approval of an amalgamation agreement;

o. Continuance of the Company into another jurisdiction;

p. Disposing of all or substantially all of the Company's assets and
liabilities; and

q. Dissolution of the Company.

There are no restrictions on the repurchase or redemption of common shares of
the Company while there is any arrearage in the payment of dividends or sinking
fund installments.

|page 53
|-------

Flow-Through Common Shares
 "Flow-through" shares differ from other shares of common shares in only one
 aspect; all other rights of the shareholder remain unchanged.  Companies must
 specifically identify the expenditures associated with the funds raised
 through the sale of flow-through shares.  Companies raising capital through
 flow-through shares expend the funds on natural resource/exploration
 development.  The tax benefits connected with the expenditures flow through to the shareholder rather than the
 corporation.  These tax benefits are available only to shareholders residing
 in Canada.  Shareholders residing in the United States and other non-Canadian
 shareholders, receive no tax benefits through the purchase of flow-through
 shares.

In 2004, the Company issued 1,300,000 flow-through shares and 50,000 flow-through shares on the exercise of flow-through warrants.

Stock Options
Refer to ITEM 6.E. and Tables #7 and Table #8, for additional information.

Share Purchase WarrantsTable No. 13 lists, as of June 1, 2005 share purchase warrants outstanding,
  the date the share purchase warrants were issued, the exercise price, and the
  expiration date of the share purchase warrants.



|Table No. 13
          Share Purchase Warrants Outstanding
|----------------------------------------------------------
|                                                          
|Effective Date of Issuance                                
|10/11/02                                                  
|01/24/03                                                  
|01/31/03                                                  
|09/30/03                                                  
|10/31/03                                                  
|01/14/04                                                  
|12/22/04                                                  
|8/11/04                                                   

|page 54
|-------

9.A.6. Differing Rights
  9.A.7.a. Subscription Warrants/Right
  9.A.7.b. Convertible Securities/Warrants--- No Disclosure Necessary ---

9.C. Stock Exchanges IdentifiedThe common shares trade on
the TSX Venture Exchange in Canada. Refer to ITEM #9.A.4.

ITEM 10. ADDITIONAL INFORMATION

10.A. Share Capital

10.A.1. Authorized/Issued CapitalAs of 12/31/2004, the
authorized capital of the Company was 100,000,000 common shares without par
value. As of 12/31/2004, there were 44,794,492 common shares issued and
outstanding.

10.A.2. Shares Not Representing Capital10.A.3. Shares Held By
Company.--- No Disclosure Necessary ---

10.A.4. Stock Options/Share Purchase Warrants10.A.5. Stock
Options/Share Purchase Warrants--- Refer to ITEM #6.E. and Table No.
13. ---

10.A.6. History of Share Capital The Company has financed its operations through funds raised in loans,
  public/private placements of common shares, shares issued for property, shares
  issued in debt settlements, and shares issued upon exercise of stock options
  and share purchase warrants.

|Table No. 14
            History of Share Capital
|-------------------------------------------------
|                                                 
|**Fiscal Year**                                  
|2000                                             
|                                                 
|                                                 
|2001                                             
|2002                                             
|                                                 
|                                                 
|                                                 
|2003                                             
|                                                 
|                                                 
|                                                 
|                                                 
|2004                                             
|                                                 
|                                                 
|                                                 

|page 55
|-------

10.A.7. Resolutions/Authorizations/Approvals--- No Disclosure Necessary ---

10.B. Memorandum and Articles of AssociationThe Memorandum
and Articles of the Company do not address the Company's objects and purposes.

A Director shall not vote in respect of the approval of any contract or
transaction with the Company in which he is interested and if he shall do so his
vote shall not be counted, but he shall be counted in the quorum present at the
meeting at which the vote is taken.

The Directors may from time to time on behalf of the Company:

> (a) borrow money in a manner and amount, on any security, from any source
>   and upon any terms and conditions;
>   (b) issue bonds, debentures, and other debt obligations either outright or
>   as security for any liability or obligation of the Company or any other
>   person; and
>   (c) mortgage, charge, whether by way of specific or floating charge, or
>   give other security on the undertaking, or on the whole or any part of the
>   property and assets, of the Company (both present and future).

There are no age considerations pertaining to the retirement or
non-retirement of directors.

A Director shall not be required to hold a share in the capital of the
Company as qualification for his office but shall be qualified as required by
The Act, to become or act as a Director.

All of the authorized common shares of the Company are of the same class and,
once issued, rank equally as to dividends, voting powers, and participation in
assets. Holders of common stock are entitled to one vote for each share held of
record on all matters to be acted upon by the shareholders. Holders of common
stock are entitled to receive such dividends as may be declared from time to
time by the Board of Directors, in its discretion, out of funds legally
available therefore.

Upon liquidation, dissolution or winding up of the Company, holders of common
stock are entitled to receive pro rata the assets of Company, if any, remaining
after payments of all debts and liabilities. No shares have been issued subject
to call or assessment. There are no pre-emptive or conversion rights and no
provisions for redemption or purchase for cancellation, surrender, or sinking or
purchase funds.

Provisions as to the modification, amendment or variation of such shareholder
rights or provisions are contained in the "Company Act" of British Columbia.
Unless the "Company Act" or the Company's Articles or Memorandum otherwise
provide, any action to be taken by a resolution of the members may be taken by
an ordinary resolution or by a vote of a majority or more of the shares
represented at the shareholders' meeting.

The Company's Articles and the Company Act of British Columbia ("The Act") contain
provisions which require a "special resolution" for effecting certain corporate
actions. Such a "special resolution" requires a three-quarters vote of
shareholders rather than a simple majority for passage. The principle corporate
actions that require a "special resolution" include:

> a. Transferring the Company's jurisdiction from British Columbia to another
>   jurisdiction;
>   b. Giving financial assistance under certain circumstances;
>   c. Certain conflicts of interest by Directors;
>   d. Disposing of all/substantially all of Company's undertakings;
>   e. Removing Director before expiration of his term of office;
>   f. Certain alterations of share capital;
>   g. Changing the Company name;
>   h. Altering any restrictions on the Company's business; and
>   i. Certain reorganizations of the Company.

There are no restrictions on the repurchase or redemption of common shares of
the Company while there is any arrearage in the payment of dividends or sinking
fund installments.

|page 56
|-------

There is no liability to further capital calls by the Company.

There are no provisions discriminating against any existing or prospective
holder of securities as a result of such shareholder owning a substantial number
of shares.

The rights of holders of the Company's stock can only be altered by a Special
Shareholders' meeting.

Subject to Article 9.2 and to The Act, the first annual general meeting shall
be held within 15 months from the date of incorporation and the following annual
general meetings shall be held once in every calendar year at a time, not being
more than 13 months after the holding of the last preceding annual general
meeting, and at a place as the Directors shall appoint. In default of the
meeting being held, the meeting shall be called by any two members in the same
manner as nearly as possible as that in which meetings are to be called by the
Directors.

The Directors may, whenever they think fit, convene a general meeting. A
general meeting, if requisitioned in accordance with The Act, shall be convened
by the Directors or, if not convened by the Directors, may be convened by the
requisitionists as provided in The Act.

Not less than 21 days' notice of any general meeting specifying the time and
place of meeting and in case of special business, the general nature of that
business shall be given in the manner mentioned in Article 22, or in such other
manner, if any, as may be prescribed by ordinary resolution whether previous
notice has been given or not, to any person as may by law or under these
Articles or other regulations of the Company entitled to receive the notice from
the Company. But the accidental omission to give notice of any meeting to, or
the non-receipt of any notice, by any person shall not invalidate any
proceedings at that meeting.

Persons entitled to notice of a general meeting may waive or reduce the
period of notice convening the meeting, by unanimous consent in writing, and may
give such waiver before, during or after the meeting.

There are no limitations on the rights to own securities.

There is no provision of the Company's articles of association, charter or
bylaws that would have an effect of delaying, deferring or preventing a change
in control of the Company and that would operate only with respect to a merger,
acquisition or corporate restructuring involving the Company (or any of its
subsidiaries).

Shareholder ownership must be disclosed to the British Columbia Securities
Commission and the TSX Venture Exchange by any shareholder who owns more than
10% of the Company's common stock.

10.C. Material Contracts
The following is a list of each material contract to which the Company is a
party:

> 1. Management Agreement with Ralph W. Braun (CFO) of Delta B.C. dated January
>   1, 2004, as disclosed in 6.B of this Annual Report and this contract can be found
>   as an exhibit to this Annual Report.
> 
>  2. Management Agreement with Nicholas T. Ferris (President and
>   CEO) of Vancouver B.C., dated January 1, 2004,
>   as disclosed in 6.B of this Annual Report and this contract can be found
>   as an exhibit to this Annual Report.
> 
>   3. Option and Joint Venture Agreement
>   with Jipangu Inc. of Tokyo, Japan, for the Golden Trend and HC projects dated
>   April 1, 2004. As disclosed in 6.B of this Annual Report and this contract can be found
>   as an exhibit to this Annual Report.
> 
> 
>   4. Option and RDV Inc.. of St. Eustache, Quebec for the Montgolfier project dated
>     December 2, 2003. As disclosed in 6.B of this Annual Report and this contract can be found
>   as an exhibit to this Annual Report.
> 
>   5. Zenda Agreement with Saga Exploration of Reno,
>   Nevada dated January 16, 1997. Agreement for the purchase and opreration of the Zenda Gold Mine.
>   This document can be found as an exhibit to the
>   Company's 20-F Registration Statement dated July, 31, 2003.
> 
>   6. Elizabeth Agreement with David White
>   of Vancouver, B.C. and Tom Illidge of Goldbridge B.C., dated May 23,
>   2002. Option to purchase agreement for the Elizabeth claims.
>   This document can be found as an exhibit to the
>   Company's 20-F Registration Statement dated July, 31, 2003.
> 
>   7. Blue Agreement with Tom Illidge of Goldbridge B.C., dated May
>   23, 2002. Option to purchase the Blue claims.
>   This document can be found as an exhibit to the
>   Company's 20-F Registration Statement dated July, 31, 2003.
> 
>   8. Golden Trend Agreement with Rubicon Resources of Reno,
>   Nevada, dated March 29, 2002.  Purchase agreement for the Golden Trend Claims.
>   This document can be found as an exhibit to the
>   Company's 20-F Registration Statement dated July, 31, 2003.
> 
>   9. HC Agreement with KM Exploration LLC
>   of Elko, Nevada, dated May 23, 2002. Option to purchase agreement for the
>   HC claims.
>   This document can be found as an exhibit to the
>   Company's 20-F Registration Statement dated July, 31, 2003.
> 
>   10. RC Agreement with KM
>   Exploration LLC of Elko, Nevada, dated May 23, 2002.
>   Option to purchase agreement for the
>   RC claims.
>   This document can be found as an exhibit to the
>   Company's 20-F Registration Statement dated July, 31, 2003.
> 
>   
>     11. Callaghan Agreement with Mr. and Mrs. Kizis of Reno, Nevada, dated April
>     3,2002. Option to purchase agreement for the Callaghan claims. This document
>     can be found as an exhibit to the Company's 20-F Registration Statement dated
>     July, 31, 2003.

|page 57
|-------

10.D. Exchange Controls

Canada has no system of exchange controls.  There are no Canadian restrictions
on the repatriation of capital or earnings of a Canadian public company to
non-resident investors.  There are no laws in Canada or exchange restrictions
affecting the remittance of dividends, profits, interest, royalties and other
payments to non-resident holders of the Company's securities, except as
discussed in ITEM 10, "Taxation" below.

Restrictions on Share Ownership by Non-Canadians 

There are no limitations
  under the laws of Canada or in the organizing documents of the Company on the
  right of foreigners to hold or vote securities of the Company, except that the
  Investment Canada Act may require review and approval by the Minister of Industry
  (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian".
  The threshold for acquisitions of control is generally defined as being one-third
  or more of the voting shares of the Company. "Non-Canadian" generally means
  an individual who is not a Canadian citizen, or a corporation, partnership,
  trust or joint venture that is ultimately controlled by non-Canadians.

10.E. Taxation

The following is a brief summary of some of the principal Canadian federal
income tax consequences to a holder of common shares of the Company (a "U.S.
Holder") who deals at arm's length with the Company, holds the shares as
capital property and who, for the purposes of the Income Tax Act (Canada) (the
"Act") and the Canada-United States Income Tax Convention (the "Treaty"), is
at all relevant times resident in the United States, is not and is not deemed
to be resident in Canada and does not use or hold and is not deemed to use or
hold the shares in carrying on a business in Canada. Special rules, which are
not discussed below, may apply to a U.S. Holder that is an insurer that
carries on business in Canada and elsewhere.

U.S. Holders are urged to consult their own tax advisors with respect to their
particular circumstances.

Under the Act and the Treaty, a U.S. Holder of common shares will generally be
subject to a 15% withholding tax on dividends paid or credited or deemed by
the Act to have been paid or credited on such shares.  The withholding tax
rate is 5% where the U.S. Holder is a corporation that beneficially owns at
least 10% of the voting shares of the Company and the dividends may be exempt
from such withholding in the case of some U.S. Holders such as qualifying
pension funds and charities.

In general, a U.S. Holder will not be subject to Canadian income tax on
capital gains arising on the disposition of shares of the Company unless (i)
at any time in the five-year period immediately preceding the disposition, 25%
or more of the shares of any class or series of the capital stock of the
Company was owned by (or was under option of or subject to an interest of) the
U.S. holder or persons with whom the U.S. holder did not deal at arm's length,
and (ii) the value of the common shares of the Company at the time of the
disposition derives principally from real property (as defined in the Treaty)
situated in Canada.  For this purpose, the Treaty defines real property
situated in Canada to include rights to explore for or exploit mineral
deposits and other natural resources situated in Canada, rights to amounts
computed by reference to the amount or value of production from such
resources, certain other rights in respect of natural resources situated in
Canada and shares of a corporation the value of whose shares is derived
principally from real property situated in Canada.

The US Internal Revenue Code provides special anti-deferral rules regarding
certain distributions received by US persons with respect to, and sales and
other dispositions (including pledges) of stock of, a passive foreign
investment company.  A foreign corporation, such as the Company, will be
treated as a passive foreign investment company if 75% or more of its gross
income is passive income for a taxable year or if the average percentage of
its assets (by value) that produce, or are held for the production of, passive
income is at least 50% for a taxable year.  The Company believes that it was
not a passive foreign investment company for the taxable year ended 12/31/2004
and, furthermore, expects to conduct its affairs in such a manner so that it
will not meet the criteria to be considered a passive foreign investment company
in the foreseeable future.

|page 58
|-------

10.F. Dividends and Paying AgentsThe Company has not declared any dividends on its common shares for the
  last five years and does not anticipate that it will do so in the foreseeable
  future. The present policy of the Company is to retain future earnings for use
  in its operations and the expansion of its business.

Notwithstanding the aforementioned: the Company is unaware of any dividend
restrictions; has no specific procedure for the setting of the date of dividend
entitlement; but might expect to set a record date for stock ownership to
determine entitlement; has no specific procedures for non- resident holders to
claim dividends, but might expect to mail their dividends in the same manner as
resident holders. The Company has not nominated any financial institutions to be
the potential paying agents for dividends in the United States.

10.G. Statement by ExpertsThe Company's auditors for its
financial statements for the preceding year was Morgan & Company, Chartered
Accountants, located at 700 West Georgia Street, Suite 1488, Vancouver, B.C.
CANADA V7Y 1A1. Morgan & Company is licensed to practice in British Columbia
by the Institute of Chartered Accountants. Their audit report for Fiscal
2004/Fiscal 2003 is included with the related financial statements in this
Annual Report with their consent.

10.H. Document on DisplayAll of the documents referred to
in this Annual Report may be inspected at the head office of the
Company, the address of which is indicated on the Cover Sheet of this
Annual Report.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK--- No Disclosure Necessary ---

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

**12.A. Debt Securities**--- No Disclosure Necessary
---12.B. Warrants and Rights--- No Disclosure
Necessary ---12.C. Other Securities--- No Disclosure
Necessary ---12.D. American Depository Shares-- No Disclosure Necessary ---

|page 59
|-------



ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES---
No Disclosure Necessary ---

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
USE OF PROCEEDS--- No Disclosure Necessary ---

ITEM 15. CONTROLS AND PROCEDURES


The Board of Directors has overall responsibility for reviewing the Company's
disclosure to ensure the Company provides full and plain disclosure to
shareholders and other stakeholders.  The Board discharges its
responsibilities through its committees, specifically, with respect to
financial disclosure to the Audit Committee, which is responsible for
reviewing the Company's financial reporting procedures and internal controls
to ensure full and accurate disclosure of the Company's financial position.

Under the supervision and with the participation of the Company's management,
including its Chief Financial Officer, the Company evaluated the effectiveness
of the design and operation of its disclosure controls and procedures (as
defined in Rule 13a-14(c) under the Exchange Act as of a date (the "Evaluation
Date") within 90 days prior to the filing date of this Registration Statement.
Based upon that evaluation, the Chief Financial Officer concluded that, as of
the Evaluation Date, the Company's disclosure controls and procedures were able to
provide a reasonable level of effective assurance in timely alerting them to
the material information relating to the Company (or its consolidated subsidiaries)
required to be included in the
Company's periodic SEC filings.

There were no changes made in the Company's internal controls
during the period covered by this Registration Statement on Form 20-F or, to
the Company's knowledge, in other factors that could significantly affect
these controls subsequent to the date of their execution.

The Company's management, including the Chief Financial Officer, does not
  expect that its disclosure controls and procedures or internal controls and
  procedures will prevent all error and all fraud. A control system, no matter
  how well conceived and operated, can provide only reasonable, not absolute,
  assurance that the objectives of the control system are met. Further, the design
  of a control system must reflect the fact that there are resource constraints,
  and the benefits of controls must be considered relative to their costs. Because
  of the inherent limitations in all control systems, no evaluation of controls
  can provide absolute assurance that all control issues and instances of fraud,
  if any, within the Company have been detected. These inherent limitations include
  the realities that judgments in decision-making can be faulty, and that breakdowns
  can occur because of simple error or mistake. Additionally, controls can be
  circumvented by the individual acts of some persons, by collusion of two or
  more people, or by management override of the control. The design of any system
  of controls also is based in part upon certain assumptions about the likelihood
  of future events, and there can be no assurance that any design will succeed
  in achieving its stated goals under all potential future conditions; over time,
  control may become inadequate because of changes in conditions, or the degree
  of compliance with the policies or procedures may deteriorate. Because of the
  inherent limitations in a cost- effective control system, misstatements due
  to error or fraud may occur and not be detected.

|page 60
|-------

ITEM 16. RESERVED

ITEM 16A. Audit Committee Financial Expert 
The Company has two audit committee financial experts: D'Arcy Adam, Driffield Cameron and
Jean-Pierre Schumacher.

Mr. Adam attained his experience during 30 years of lending, credit, finance
and collections with Canadian Acceptance Corporation, Abee Mortors, Derek
Dodge and Keywest Ford.

Mr. Cameron - gained his experience in accounting and capital markets first with the
Completion Certificate in 1991 from the Canadian Securities
Institute, located in Toronto, Ontario, indicating he successfully completed the
Canadian Securities Course. Mr. Cameron has been the Vice President of
Exploration for High River Gold Mines Ltd., a publicly traded company located in
Toronto, Ontario, since 1994.



Mr. Schumacher attained his experience in the capital markets and in corporate
  finance through employment with Marc Rich & Co. Holdings, CS First Boston Corporation,
  Credit Suisse and the Union Bank of Switzerland. Currently Mr. Schumacher is
  the Founding Member, a Managing Partner and the Chief Executive Officer of Lion
  Capital Group AG of Zurich. Mr. Schumacher holds a degree of an "expert of business
  and company finance" (Betriebsoekkonom KSZ), from Zurich.

ITEM 16B. Code of Ethics
  The Company has no code of ethics for the principal officers. The Company's
  Chief Financial Officer is a member of the Certified General Accountants Association
  of British Columbia, and as such, is bound the the code of ethics governing
  all CGA's. The President and CEO is a member of the board of directors, and
  as such, is party to the boards corporate governance practices as disclosed
  annually with the Company's regulatory filings in Canada and mailed to all shareholders
  registed with Canadian brokers, namely, the Company's Information Proxy Circular.
  The Company feels this is sufficient coverage of ethical conduct of its senior
  officers given the size and structure of the organization.

ITEM 16C. Principal Accountant Fees and Services

The Company's principal accountant is Morgan & Company. Fees for audit
services and services related to statutory and regulatory filings for 2004
were $20,700 and for 2003 was $16,500 paid to Morgan & Company. All work
performed by Morgan & Company on the annual engagement are performed by
employees of Morgan & Company.

No other fees were paid to Morgan & Company.

The Company expects to pay $4,500 for tax services (not yet filed) for the preparation and filing of
its Canadian corporate tax returns to Galloway, Botteselle & Company and
does not use it's principal accountant for tax services.

ITEM 16D. Exemptions from the Listing Standards for Audit Committee
  ----- Not Applicable ------

|page 61
|-------



ITEM 17. FINANCIAL STATEMENTSThe Company's consolidated
financial statements are stated in Canadian Dollars (CDN$) and are prepared in
accordance with U.S. Generally Accepted Accounting Principles (GAAP).

The financial statements as required under ITEM #17 are attached hereto and
found immediately following the text of this Annual Report. The
auditors' report of Morgan & Company, Chartered Accountants, is included
herein immediately preceding the consolidated financial statements and
schedules.

ITEM 18. FINANCIAL STATEMENTSThe Company has elected to
provide financial statements pursuant to ITEM #17.

ITEM 19. EXHIBITS

|                                                                                                                                                                                          | Page Number
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|1. Material Contracts -                                                                                                                                                                   |            
|a. 302 Certification letter, Chief Financial Officer - Ralph Braun                                                                                                                        | Page 79    
|b. 302 Certification letter, Chief Executive Officer - Nicholas T. Ferris                                                                                                                 | Page 80    
|c. 906 Certification letter, Chief Financial Officer - Ralph Braun                                                                                                                        | Page 81    
|d. 906 Certification letter, Chief Executive Officer - Nicholas T. Ferris                                                                                                                 | Page 82    
|3. Calculation of earnings per share - N/A                                                                                                                                                |            
|4. Explanation of calculation of ratios - N/A                                                                                                                                             |            
|5. List of Subsidiaries - N/A                                                                                                                                                             |            
|6. Statement pursuant to the instructions to Item 8.A.4, regarding the
      financial statements filed in registration statements for initial public
      offerings of securities - N/A |            
|7. Other Documents -                                                                                                                                                                      |            

|page 62
|-------

Audited Financial Statements

J-Pacific Gold Inc.Consolidated Financial
StatementsDecember 31, 2004, 2003 and 2002

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Directors ofJ-Pacific Gold Inc.

We have audited the consolidated balance sheets of J-Pacific Gold Inc. as at December
31, 2004 and 2003, and the consolidated statements of loss, deficit and comprehensive loss,
shareholders' equity, and cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated 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 consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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.

In our opinion, these consolidated 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 cash flows for the years then ended in accordance with United States generally
accepted accounting principles.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting.  Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting.  Accordingly, we express no such opinion.

On April 8, 2005, we reported separately to the Shareholders and Directors of J-Pacific Gold Inc. on
audits conducted in accordance with Canadian and United States generally accepted auditing
standards on financial statements for the same period, prepared in accordance with Canadian
generally accepted accounting principles.



|Vancouver, Canada                                                |  | **"Morgan & Company"**
|---------------------------------------------------------------- |  | ----------------------
|April 8, 2005 (Except as to note 3 which is dated June 22, 2005) |  | Chartered Accountants 



Comments by Independent Auditors for U.S. Readers on Canada-U.S. Reporting
Conflict

In the United States, reporting standards for auditors require the addition of an explanatory
paragraph (following the opinion paragraph) when the financial statements are affected by going
concern considerations such as described in Note 1 to the consolidated financial statements. Our
report to the shareholders, dated April 8, 2005, is expressed in accordance with Canadian
reporting standards which do not permit a reference to such considerations in the Auditors'
Report when the consideration is adequately disclosed in the financial statements.

In the United States, reporting standards for auditors require the addition of an explanatory
paragraph (following the opinion paragraph) when there is a change in accounting principles that
has a material effect on the comparability of the Company's financial statements, such as the
changes described in Note 3 to the consolidated financial statements. Our report to the
shareholders, dated April 8, 2005, is expressed in accordance with Canadian reporting standards
which do not require a reference to such a change in accounting principles in the Auditors' Report
when the change is properly accounted for and adequately disclosed in the financial statements.



|Vancouver, Canada                                                |  | **"Morgan & Company"**
|---------------------------------------------------------------- |  | ----------------------
|April 8, 2005 (Except as to note 3 which is dated June 22, 2005) |  | Chartered Accountants 

|page 63
|-------

J-Pacific Gold Inc.Consolidated Balance Sheets
  As at December 31, 2004 and 2003
  (expressed in Canadian Dollars)

|                                                                                                                                           | **2004
          $** | **2003
          $ Restated (Notes 3,7)**
|------------------------------------------------------------------------------------------------------------------------------------------ | -------------------- | -----------------------------------------
|**Assets 
          Current assets**                                                                                                       |                      |                                          
|Cash                                                                                                                                       | 1,333,900            | 996,179                                  
|Accounts receivable                                                                                                                        | 27,516               | 7,803                                    
|Prepaid expenses                                                                                                                           | -                    | 10,731                                   
|                                                                                                                                           | 1,361,416            | 1,014,713                                
|                                                                                                                                           |                      |                                          
|**Mineral properties** (note 7)                                                                                                            | 623,049              | 481,172                                  
|
|**Other assets** (note 8)                                                                                                                  | 155,701              | 124,500                                  
|
|                                                                                                                                           | 4,413,096            | 3,901,550                                
|**Liabilities 
        Current liabilities**                                                                                               |                      |                                          
|Accounts payable and accrued liabilities                                                                                                   | 118,659              | 46,386                                   
|Accounts payable - related parties                                                                                                         | 732                  | -                                        
|Liability for flow-through shares                                                                                                          | 116,200              | -                                        
|                                                                                                                                           | 235,591              | 46,386                                   
|                                                                                                                                           |                      |                                          
|**Asset retirement obligations** (note 6)                                                                                                  | 100,370              | 96,032                                   
|                                                                                                                                           |                      |                                          
|                                                                                                                                           | 335,961              | 142,418                                  
|                                                                                                                                           |                      |                                          
|**Shareholders' Equity 
        Capital stock**, no par value; 100,000,000 authorized; 44,794,492
        issued (2003: 40,228,660 issued) | 16,800,263           | 14,758,737                               
|**Shares subscribed to but not issued**                                                                                                    | -                    | 412,500                                  
|**Contributed surplus**                                                                                                                    | 985,738              | 780,396                                  
|**Accumulated other comprehensive income** (note 14)                                                                                       | 14,248               | 26,884                                   
|**Deficit**                                                                                                                                | (13,723,114)         | (12,219,385)                             
|                                                                                                                                           | 4,077,135            | 3,759,132                                
|                                                                                                                                           | 4,413,096            | 3,901,550                                
|                                                                                                                                           |                      |                                          
|**Going concern and nature of operations**(note 1)                                                                                         |                      |                                          
|                                                                                                                                           |                      |                                          
|**See accompanying notes**                                                                                                                 |                      |                                          

|page 64
|-------

|                                                         | **2004
          $** | **2003
          $Restated(Notes 3,7)** | **2002
          $Restated(Notes 3,7)**
|-------------------------------------------------------- | -------------------- | --------------------------------------- | ---------------------------------------
|Revenue                                                  | -                    | -                                       | -                                      
|                                                         |                      |                                         |                                        
|**Expenses**                                             |                      |                                         |                                        
|Amortization                                             | 15,353               | 22,425                                  | 7,256                                  
|Exploration expenditures                                 | 545,256              | 258,619                                 | 413,687                                
|General and administrative                               | 676,081              | 474,426                                 | 522,275                                
|Stock based compensation                                 | 205,342              | 583,069                                 | 77,330                                 
|Mine care and maintenance                                | 203,269              | 87,121                                  | 57,386                                 
|****                                                     | 1,645,301            | 1,425,660                               | 1,077,934                              
|**Loss from operations**                                 | (1,645,301)          | (1,425,660)                             | (1,077,934)                            
|                                                         |                      |                                         |                                        
|**Other income (expenses)**                              |                      |                                         |                                        
|Interest income                                          | 21,442               | 8,623                                   | 1,641                                  
|Foreign exchange income                                  | 3,606                | -                                       | -                                      
|Management fee income                                    | 55,191               | -                                       | 12,989                                 
|Loss before income taxes                                 | (1,565,062)          | (1,417,037)                             | (1,063,304)                            
|                                                         |                      |                                         |                                        
|Tax recovery on renouncement of flow-through shares      | 61,333               | 8,333                                   | 28,000                                 
|                                                         |                      |                                         |                                        
|**Loss for the year**                                    | (1,503,729)          | (1,408,704)                             | (1,035,304)                            
|                                                         |                      |                                         |                                        
|**Deficit - Beginning of year**                          | (12,219,385)         | (10,810,681)                            | (9,975,377)                            
|**Deficit - End of year**                                | (13,723,114)         | (12,219,385)                            | (11,010,681)                           
|                                                         |                      |                                         |                                        
|**Basic and diluted loss per share**                     | (0.03)               | (0.04)                                  | (0.04)                                 
|                                                         |                      |                                         |                                        
|**Weighted average number of common shares outstanding** | 43,162,173           | 35,964,696                              | 31,171,513                             
|                                                         |                      |                                         |                                        
|**Other comprehensive income**                           |                      |                                         |                                        
|Loss for the year                                        | (1,503,729)          | (1,408,704)                             | (1,035,304)                            
|Unrealized foreign exchange gain / (loss)                | (12,636)             | (1,119)                                 | (3,055)                                
|**Comprehensive income**                                 | (1,516,365)          | (1,409,823)                             | (1,038,359)                            
|                                                         |                      |                                         |                                        
|**See accompanying notes**                               |                      |                                         |                                        

|page 65
|-------

|                                                          | **2004
          $**                         | **2003
          $ Restated (Notes 3,7)** | **2002
          $ Restated (Notes 3,7)**
|--------------------------------------------------------- | -------------------------------------------- | ----------------------------------------- | -----------------------------------------
|**Cash flows from (used in) operating activities**        |                                              |                                           |                                          
|Loss for the year                                         | (1,503,729)                                  | (1,408,704)                               | (1,305,304)                              
|Items not affecting cash                                  |                                              |                                           |                                          
|                                                          | Amortization                                 | 15,353                                    | 22,425                                   
|                                                          | Stock based compensation                     | 205,342                                   | 583,069                                  
|                                                          | Shares issued for exploration and evaluation | 40,000                                    | 36,400                                   
|                                                          | Tax recovery                                 | (61,333)                                  | (8,333)                                  
|                                                          | Deemed interest on shareholders loans        | -                                         | -                                        
|                                                          | Unrealized foreign exchange loss             | (5,664)                                   | -                                        
|Changes in non-cash working capital items                 |                                              |                                           |                                          
|                                                          | Accounts receivable                          | (19,713)                                  | 18,055                                   
|                                                          | Prepaid expenses                             | 2,999                                     | (67,220)                                 
|                                                          | Accounts payable                             | 73,006                                    | (2,999)                                  
|                                                          | (1,253,739)                                  | (827,307)                                 | (893,409)                                
|                                                          |                                              |                                           |                                          
|**Cash flows from (used in) financing activities**        |                                              |                                           |                                          
|Proceeds from the issue of common shares                  | 1,814,083                                    | 2,058,800                                 | 1,215,500                                
|Share issuance cost                                       | (47,524)                                     | -                                         | -                                        
|Shares subscribed to but not yet issued                   | -                                            | 412,500                                   | -                                        
|Increase in shareholder loan                              | -                                            | 5,663                                     | 168,432                                  
|Repayment of shareholder loan                             | -                                            | (129,574)                                 | (86,741)                                 
|                                                          | 1,766,559                                    | 2,347,389                                 | 1,297,191                                
|                                                          |                                              |                                           |                                          
|**Cash flows from (used in) investing activities**        |                                              |                                           |                                          
|Additions to mineral properties, net                      | (141,878)                                    | (141,836)                                 | (207,068)                                
|Repurchase of joint venture                               | -                                            | (600,000)                                 | -                                        
|Cash acquired on repurchase of joint venture              | -                                            | 1,361                                     | -                                        
|Reclamation deposits                                      | (23,469)                                     | -                                         | 4,463                                    
|Purchase of other capital assets                          | (2,781)                                      | (18,043)                                  | (1,157)                                  
|                                                          | (168,128)                                    | (758,518)                                 | (203,762)                                
|                                                          |                                              |                                           |                                          
|**Effect of exchange rate changes on cash**               | (6,971)                                      | (1,119)                                   | (3,055)                                  
|                                                          |                                              |                                           |                                          
|**Increase in cash**                                      | 337,721                                      | 760,445                                   | 196,965                                  
|                                                          |                                              |                                           |                                          
|**Cash - Beginning of year**                              | 996,179                                      | 235,734                                   | 38,769                                   
|                                                          |                                              |                                           |                                          
|**Cash - End of year**                                    | 1,333,900                                    | 996,179                                   | 235,734                                  
|                                                          |                                              |                                           |                                          
|**Supplementary cash flow information**(note
	        15) |                                              |                                          
|                                                          | **2004
	          $**                        | **2003
	          $**                     | **2002
	          $**                    
|                                                          |                                              |                                           |                                          
|**Interest paid**                                         | 4,367                                        | 9,638                                     | 2,825                                    
|**Income taxes paid**                                     | -                                            | -                                         | -                                        
|                                                          |                                              |                                           |                                          

During the years ended December 31, 2004, 2003 and 2002,
the company conducted non-cash investing and financing activities as follows:



|                                                      | **2004
          $** | **2003
          $** | **2002
          $**
|----------------------------------------------------- | -------------------- | -------------------- | --------------------
|**Non-cash financing and investing activities**       |                      |                      |                     
|Shares issued in repurchase of joint venture interest | -                    | 690,000              | 45,100              
|Shares issued for property                            | 40,000               | 36,400               | -                   

|page 66
|-------

|                                                                       | Common Shares                             |                          |                                 |                                                                     |                    
|---------------------------------------------------------------------- | ----------------------------------------- | ------------------------ | ------------------------------- | ------------------------------------------------------------------- | -------------------
|                                                                       | Number of Shares                          | At Par Value
          $ | Contributed Surplus
          $ | Accumulated Other Comprehensive Income
          (Loss)
          $ | Deficit
          $
|                                                                       |                                           |                          |                                 |                                                                     |                    
|**Balance, as originally stated, at December 31, 2001**                | 29,154,326                                | 10,749,270               | 55,696                          | 31,058                                                              | (10,140,126)       
|Change in accounting for exploration
			      expenditures (notes 3,7) |                                           |                          |                                 |                                                                     | 164,749            
|**Balance, as restated, at December 31, 2001**                         | 29,154,326                                | 10,749,270               | 55,696                          | 31,058                                                              | (9,975,377)        
|Shares issued                                                          | 3,859,999                                 | 1,111,500                |                                 |                                                                     |                    
|Warrants Exercised                                                     | 100,000                                   | 50,000                   |                                 |                                                                     |                    
|Options exercised                                                      | 270,000                                   | 54,000                   |                                 |                                                                     |                    
|Shares for exploration and evaluation                                  | 110,000                                   | 45,100                   |                                 |                                                                     |                    
|Stock based compensation                                               |                                           |                          | 77,320                          |                                                                     |                    
|Tax benefits on flow through shares                                    |                                           | (28,000)                 |                                 |                                                                     |                    
|Comprehensive income (loss):                                           |                                           |                          |                                 |                                                                     |                    
|                                                                       | Loss for the year                         |                          |                                 |                                                                     |                    
|                                                                       | Other comprehensive income (loss)         |                          |                                 |                                                                     |                    
|                                                                       | Unrealized foreign exchange gain / (loss) |                          |                                 |                                                                     | (3,055)            
|                                                                       |                                           |                          |                                 |                                                                     |                    
|**Balance, as originally stated, at December 31, 2002**                | 33,494,325                                | 11,981,870               | 133,016                         | 28,003                                                              | (11,010,681)       
|**Balance, as restated, at December 31, 2002**                         | 33,494,325                                | 11,981,870               | 133,016                         | 28,003                                                              | (10,810,681)       
|Shares issued for cash                                                 | 4,075,000                                 | 1,630,000                |                                 |                                                                     |                    
|Shares issued for cash - flow through                                  | 550,000                                   | 220,000                  |                                 |                                                                     |                    
|Shares scubcribed to but not yet issued                                |                                           | 412,500                  |                                 |                                                                     |                    
|Warrants exercised for cash                                            | 169,335                                   | 65,467                   |                                 |                                                                     |                    
|Warrants exercised for cash - flow through                             | 250,000                                   | 133,333                  |                                 |                                                                     |                    
|Options exercised for cash                                             | 50,000                                    | 10,000                   |                                 |                                                                     |                    
|Shares for exploration and evaluation                                  | 140,000                                   | 36,400                   |                                 |                                                                     |                    
|Shares issued for repurchase of joint venture                          | 1,500,000                                 | 690,000                  |                                 |                                                                     |                    
|Stock based compensation                                               |                                           |                          | 583,069                         |                                                                     |                    
|Proceeds allocated to flow through tax benefits                        |                                           | (8,333)                  |                                 |                                                                     |                    
|Comprehensive income (loss):                                           |                                           |                          |                                 |                                                                     |                    
|                                                                       | Net income (loss)                         |                          |                                 |                                                                     |                    
|Other comprehensive income (loss):                                     |                                           |                          |                                 |                                                                     |                    
|                                                                       | Unrealized foreign exchange gain / (loss) |                          |                                 |                                                                     | (1,119)            
|                                                                       | Deemed interest on shareholder loan       |                          |                                 |                                                                     | 64,311             
|                                                                       |                                           |                          |                                 |                                                                     |                    
|**Balance at December 31, 2003**                                       | 40,228,660                                | 15,171,237               | 780,396                         | 26,884                                                              | (12,219,385)       
|Shares issued for cash                                                 | 1,400,000                                 | 357,500                  |                                 |                                                                     |                    
|Shares issued for cash - flow through                                  | 1,330,000                                 | 798,000                  |                                 |                                                                     |                    
|Warrants exercised for cash                                            | 1,560,832                                 | 593,583                  |                                 |                                                                     |                    
|Warrants exercised for cash - flow through                             | 50,000                                    | 30,000                   |                                 |                                                                     |                    
|Options exercised for cash                                             | 175,000                                   | 35,000                   |                                 |                                                                     |                    
|Shares for exploration and evaluation                                  | 50,000                                    | 40,000                   |                                 |                                                                     |                    
|Share issuance costs                                                   |                                           | (47,524)                 |                                 |                                                                     |                    
|Stock based compensation                                               |                                           |                          | 205,342                         |                                                                     |                    
|Proceeds allocated to flow through tax benefits                        |                                           | (177,533)                |                                 |                                                                     |                    
|Comprehensive income (loss):                                           |                                           |                          |                                 |                                                                     |                    
|                                                                       | Net income (loss)                         |                          |                                 |                                                                     |                    
|Other comprehensive income (loss):                                     |                                           |                          |                                 |                                                                     |                    
|                                                                       | Unrealized foreign exchange gain / (loss) |                          |                                 |                                                                     | (12,636)           
|                                                                       |                                           |                          |                                 |                                                                     |                    
|**Balance at December 31, 2004**                                       | 44,794,492                                | 16,800,263               | 985,738                         | 14,248                                                              | (13,723,114)       

|page 67
|-------

|**1** | **Nature of operations
        and going concern** J-Pacific Gold Inc. (the “Company”)
          was formed on February 8, 1990 under the Company Act of British Columbia,
          Canada. The company is engaged in the exploration and evaluation of mineral properties, primarily gold, in Canada
and the United States. The company also maintains a fully permitted mine operation in British Columbia and a near
fully permitted mine operation in California.  Both operations are currently not in production but are maintained in a
state allowing for short time-lines (less than one year) to production.Since the Company has no revenue, additional financing is required to sustain the company at the current rate of
expenditure and to meet its spending commitments to keep the Blackdome Mine and its exploration and
development projects in good standing.  To raise capital, the company continues to maintain relationships with
brokers and private individuals interested in exploration investments.These consolidated financial statements are prepared on a going concern basis, which implies that the company will
continue realizing its assets and discharging its liabilities in the normal course of business.  Accordingly, they do not
give effect to any of the adjustments that would be necessary should the company be unable to continue as a going
concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and
commitments in other than the normal course of business and at amounts different from those in these consolidated
financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- | 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------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**2** | **Significant
        accounting policies** Basis
          of consolidation
        The consolidated financial statements include the accounts of J-Pacific
        Gold Inc. and its subsidiaries, No. 75 Corporate Ventures (“No.
        75”), Equinox Resources (Calif.) Inc., Golden Trend Resources Inc.
        and Auric Resources Inc. All inter-company transactions have been eliminated.
        Use of estimates
        The preparation of financial statements in conformity with generally accepted
        accounting principles in the United States required management to make
        estimates and assumptions that affect the reported amount of assets and
        liabilities and disclosure of contingent assets and liabilities at the
        date of the financial statements and the reported amount of revenues and
        expenses during the period. Actual results may differ from these estimates.
        Property, plant and equipment
        Property, plant and equipment are carried at cost. Expenditures for
          replacements and betterments are capitalized; maintenance and repair
          expenditures are charged to operations as incurred.
        The principal depreciation method used for mining, smelting and refining
          operations is the units-of-production method applied on a group basis.
          Buildings, machinery and equipment for other operations are depreciated
          using the straight-line method over estimated economic lives of three
          to 40 years. Upon disposal of assets depreciated on a group basis, cost
          less salvage is charged to accumulated depreciation.
        Depletion of mines is computed on the basis of an overall unit rate
          applied to the pounds of principal products sold from mine production.
          Mine exploration costs and development costs to enhance reserve calculations
          are charged to operations as incurred.
        Property, plant and equipment consists of mill, machinery, tailings
          facility, mining equipment and camp. No intangible items are capitalized
          in the carrying value of property, plant and equipment.
        Mineral propertiesSignificant property acquisition expenditures and option maintenance costs are capitalized.  Exploration and
evaluation expenditures are expensed until a feasibility study indicates the property is economically feasible.
Capitalized expenditures are written down if impairment in the carrying values of mineral properties  becomes
evident (see note 3).

        Stock based compensationIn December 2004, FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004) ("SFAS 123"),
"Share-Based Payment".  The Statement establishes fair value as the measurement objective in accounting for
share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting
for share-based payment transactions with employees.  The Company implemented the provisions of this Statement
in 2003 (see note 10).Comprehensive income
          SFAS No. 130, "Reporting Comprehensive Income", requires companies to classify items of other comprehensive
		  income by their nature in a financial statement and display the accumulated balance of other comprehensive income
		  separately from retained earnings and additional paid-in capital in the equity section of the consolidated balance sheets.**Earnings per share**
         Basic income (loss) per share is computed by dividing income (loss) applicable to common shareholders by the
		weighted average number of common shares outstanding for the period.  Diluted income (loss) per share reflects the
		potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or
		converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the
		Company, unless the effect is to reduce a loss or increase earnings per share.

        **Impairment**
         Management assesses the carrying value of mineral properties, and property, plant and equipment for impairment
		when events or circumstances indicate that the carrying value of those assets may not be recoverable.
		Generally, assets to be used in operations are considered impaired if the sum of expected undiscounted future cash
		flows is less than the assets' carrying values. If impairment is indicated, the loss is measured based on the amounts
		by which the assets' carrying values exceed their fair values.**Foreign exchange translation**
        The operations of the company's foreign subsidiaries are translated into Canadian dollars as follows: monetary
				assets and liabilities at the rates of exchange prevailing at the balance sheet date; other assets and liabilities at the
				applicable historical exchange rates; and revenues and expenses at the average rate of exchange for the year,
				except for non-monetary expenses which are at the rates used for the translation of the related assets.
				Gains and losses on translation are included in operations, except for unrealized foreign exchange gains and losses
		rising from long-term inter-company transactions which are included in other comprehensive income.

**Income taxes**

		Income taxes are recognized in accordance with Statement of Financial Accounting Standards No. 109 ("SFAS
		109"), "Accounting for Income Taxes", whereby deferred income tax liabilities or assets at the end of each period are
		determined using the tax rate expected to be in effect when the taxes are actually paid or recovered.  A valuation
		allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax
		assets will not be realized.

        **Flow-Through Shares**
         Under FAS 109 the proceeds from issuance  are allocated between the offering of shares and the sale of tax
		benefits. The allocation is made based on the difference between the quoted price for outstanding non-flow-through
		shares and the amount the investor pays for the flow-through shares. A liability is recognized for this difference. The
		liability is reversed when tax benefits are renounced and a deferred tax liability is recognized for the full effect of the
		tax benefit of the renounced expenditures.  The difference between the amount of the deferred tax liability and the
		liability recognized on issuance is recorded as income tax expense.

        **Asset retirement obligation**
		         Legal obligations associated with the retirement of tangible long-lived assets are recorded as liabilities.  The liabilities
		are calculated using the net present value of the cash flows required to settle the obligation.  A corresponding
		amount is capitalized to the related asset.  Asset retirement costs are charged to earnings in a manner consistent
		with the depreciation, depletion and amortization of the underlying asset.  The liabilities are subject to accretion over
		time for changes in the fair value of the liability.  (see note 3)It is possible that the Company's estimates of its ultimate asset retirement obligations could change as a result of
		changes in regulations, the extent of environmental remediation required, the means of reclamation or cost
		estimates.  Changes in estimates are accounted for prospectively from the period the estimate is revised.

**Cash and cash equivalents**
		         Cash and cash equivalents consist of cash and short term deposits with maturities of no more than ninety days when acquired.

|page 68
|-------

|3 | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  | **Asset retirement obligation**
	  		         Effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 143 -
"Accounting for Asset Retirement Obligations", by which the Company recorded the estimated present value of
reclamation liabilities and increased the carrying amount of the related asset, which resulted in a net income for the
cumulative effect of a change in accounting principle of $188,448 (note 6).  The reclamation costs will be allocated to
expense over the life of the related assets and will be adjusted for changes resulting from the passage of time and
revisions to either the timing or the amount of the original present value estimate.

**Exploration expenditures**
	  		         On March 31, 2004, the Emerging Issues Task Force ("EITF") issued EITF 04-2, "Whether Mineral Rights are
Tangible or Intangible Assets" ("EITF 04-2"), concluding that mineral interests conveyed by leases should be
considered tangible assets.  On April 30, 2004, the Financial Accounting Standards Board ("FASB") issued amended
SFAS 141 and SFAS 142 to provide that certain mineral use rights are considered tangible assets and that mineral
use rights should be accounted for based on their substance.  The amendment was effective for the first reporting
period beginning after April 29, 2004, with early adoption permitted.On March 31, 2004, the EITF issued EITF 04-3, "Mining Assets' Impairment and Business Combinations",
concluding that fair value of mining properties generally include both value beyond proven and probable reserves
and the effects of anticipated fluctuations in the future market price of minerals and that entities should generally
include both in determining the fair value allocated to mining assets in a purchase price allocation and in the cash
flow analysis (both discounted and undiscounted) used for determining whether a mining asset should be impaired.
The consensus is effective for reporting periods beginning after March 31, 2004, with early adoption permitted.The Company has elected to retroactively adopted EITF No. 04-2 and EITF No. 04-3
and has elected to retrospectively adjust recorded acquisition and option
maintenance costs as Mineral properties in its balance sheets and has ceased
charging such costs to operations as incurred prior to the commencement of
production.Under the revised policy, significant acquisition and option maintenance costs are capitalized.   Exploration and
evaluation costs are expensed until a feasibility study indicates the property is economically feasible.  Capitalized
costs are written down if impairment in the carrying values of mineral properties becomes evident.This retroactive retrospective application of the change in accounting policy
had the effect of increasing (decreasing) the following:

| |                    |  | **2003**  | **2002** 
| | ------------------ |  | --------- | ---------
| |                    |  | **$**     | **$**    
| | Net loss           |  | (141,836) | (174,587)
| | Opening deficit    |  | (339,336) | (164,749)
| | Mineral properties |  | 481,172   | 339,336  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | **Other recent accounting pronouncements**
	  		         In November 2004, FASB issued Statement of Financial Accounting Standards No. 151 ("SFAS 151"), "Inventory Costs".
The Company has determined that the adoption of SFAS 151 does not have an impact on its results of operations or financial position.In December 2004, FASB issued Statement of Financial Accounting Standards No. 153 ("SFAS 153"), "Exchanges of Non-monetary Assets -
an amendment of APB Opinion No. 29".  The Company has determined that the adoption of SFAS 153 does
not have an impact on its results of operations and financial position.In May 2005, FASB issued Statement of Financial Accounting Standards No. 154
("SFAS 154"), "Accounting Changes and Error Corrections".  Early adoption is
permitted for accounting changes and corrections of errors made in fascal years
beginning after May, 2005.  However, the Company chose to adopt the provisions
of SFAS 154 in implementing its change in accounting for exploration
expenditures to facilitate interperiod comparability.

|**4** | **Acquisition of subsidiary**
      Effective November 20, 2003, the Company acquired the remaining 50% of the issued and outstanding common shares
      of No. 75 Corporate Ventures Inc. ("No. 75") for consideration of $600,000 cash and
      the issuance of 1,500,000 common shares of the Company.  These consolidated financial statement
      include 100% of the accounts of No. 75 at December 31, 2003.The acquisition has been accounted for using the purchase method and is summarized as follows:
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Current assets (including cash of $1,361)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | Deposits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | Mine, property, plant and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Current liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | Long-term liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Consideration given at fair value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | Issue of common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|**5** | **Property, plant and equipment**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Mine property, plant and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | Other equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Less: accumulated depreciation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|page 69
|-------

|**6**                                        | **Asset retirement obligation**
        The total future asset retirement obligation was estimated based on the Company's ownership interest in the
Blackdome operation facilities and estimated costs to reclaim and abandon the claims and leases and the estimated
timing of the costs to be incurred in future periods.  The Company has estimated the net present value of its total
asset retirement obligations to be $96,031 as at December 31, 2003, based on a total future liability of $200,000.
These payments are expected to be made in the event of the abandonment of the property or during mining activity.
Since no abandonment plans are being considered and the property is at a developmental and feasibility stage the
Company has assumed the payments to be made in 2014. The Company's used a credit adjusted risk free rate of
nine percent to calculate the net present value of the asset retirement obligation.For the Company, asset retirement obligations are primarily related to the abandonment of mineral producing
facilities. While the Company is contingently liable for mill, plant and other asset retirement obligations, certain of
those obligations are not recognized since the fair value cannot be estimated due to the uncertainty of the extent or the settlement date of the
obligation.
|-------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Balance at January
          1               | 96,032                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Impact of adoption
          of SFAS No. 143 | -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Accretion expense                            | 4,338                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Balance December
          31                | 100,370                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|                                      |                                                         
|------------------------------------- | --------------------------------------------------------
|**7**                                 | **Claims and option interests**                         
|****                                  | **Capitalized acquisition and option maintenence costs**
|                                      |                                                         
|                                      |                                                         
|Golden Trend claim interest           | 231,658                                                 
|HC option interest                    | 63,180                                                  
|RC claim and option interest          | 97,703                                                  
|Callaghan claim and option interest   | 64,008                                                  
|Montgolfier claim and option interest | 80,000                                                  
|Elizabeth claim and option interest   | 86,500                                                  
|                                      | 623,049                                                 

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**** | **a) Zenda claim and option interest**
        The Company has a 100% interest in the Zenda Gold Mine located near
          Bakersfield, California. The agreement requires the Company to issue
          to the vendors a maximum of 2,050,000 common shares, of which 1,000,000
          common shares have been issued. Under the terms of the agreement, the
          vendors are the operator and, upon the raising of financing by the Company,
          are required to construct the facility. The vendors can earn up to an
          additional 550,000 shares dependant upon completing the facility at
          various cost levels compared to the approved capital cost budget. The
          final 500,000 shares will be issued when the Company recovers its pre-production
          expenses.
        The vendors retain a 25% net profits interest after capital payback
          to the Company and a 5% net smelter royalty (“NSR”) is payable
          to underlying interests.
        **b) Golden Trend claim interest**
        Golden Trend consists of 111 unpatented mining claims in Eureka County,
          Nevada. Of the 111 claims, 90 are subject to a 3% NSR of which 2% may
          be purchased. The Company must pay US$10,000 each year as an advance
          payment on the NSR.

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | **c) HC option interest**
        On May 23, 2002, the Company entered into a lease agreement with an option to purchase the twenty unpatented claims
of the HC Project, an early stage gold exploration project located in Eureka County, Nevada.  The agreement with the
optionor includes thirty unpatented mining claims staked by the Company adjacent to the original twenty.  The agreement
grants all mineral and mining rights to the property for a ten-year term, which is renewable for additional ten-year terms.
Following the cumulative expenditure of US$500,000, the Company has an option to purchase 100% of the property,
subject to royalty payments, for US$20,000.  A three percent Net Smelter Royalty interest is retained by KM, of which two
percentage points are purchasable by the Company for US$1,000,000 per percentage point.  The AMR payments are
deductible from any production royalties that might be payable to the optionor, as are any federal and state royalties.

|      |                     
|----- | --------------------
|      | **Royalty Schedule**
|      |                     
|      | **Year**            
|2002  | 1                   
|2003  | 2                   
|2004  | 3                   
|2005  | 4                   
|2006  | 5                   
|2007  | 6                   
|2008  | 7                   
|2009+ | 8+                  

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**** | **d) Golden Trend & HC Option**
        On April 1, 2004, the Company entered into an option agreement with Jipangu Inc. for a
        50% interest in the Golden Trend and HC Properties.  The Company will receive cash payments
        totaling US$700,000 and the Optionee will assume the royalty payments, which will be included
        in the total exploration expenditures to be incurred, totaling US$2,750,000 on the Golden Trend
        Property and US$1,750,000 on the HC Property. Once the Optionee exercises their 50% option a joint
        venture will be formed.

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|****     | **e) Callaghan claim and option interest**
        Callaghan consists of a lease agreement with an option to purchase
          the ten unpatented claims of the Callaghan property in Lander County,
          Nevada. The claims are subject to a 3% NSR (net of federal and state
          royalties) of which 2% can be purchased. The Company has an option to
          purchase 100% of the property for US$20,000 after total expenditures
          of US$500,000. The agreement includes 50 unpatented mining claims staked
          by the Company adjacent to the original ten. The agreement grants all
          mineral and mining rights to the property for a ten-year term, which
          is renewable for additional ten-year terms.                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | **Royalty Schedule**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|**Year** | **US$**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2002     | 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2003     | 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2004     | 3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2005     | 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2006     | 5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2007     | 6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2008     | 7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2009+    | 8+                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | **f) RC claim and option interest**
        On May 23, 2002, the Company entered into a lease agreement with an
          option to purchase the twenty unpatented claims of the RC Project, an
          early stage gold exploration project located in Elko County, Nevada.
          The agreement with the optionor includes forty-one unpatented mining
          claims staked by the Company adjacent to the original twenty. The agreement
          grants all mineral and mining rights to the property for a ten-year
          term, which is renewable for additional ten-year terms. Following the
          cumulative expenditure of US$500,000, the Company has an option to purchase
          100% of the property, subject to royalty payments, for US$20,000. A
          three percent Net Smelter Royalty interest is retained by the optionor,
          of which two percentage points are purchasable by the Company for US$1,000,000
          per percentage point. The AMR payments are deductible from any production
          royalties that might be payable to the optionor, as are any federal
          and state royalties.                   
|         | **Royalty Schedule**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|**Year** | **US$**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2002     | 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2003     | 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2004     | 3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2005     | 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2006     | 5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2007     | 6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2008     | 7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2008+    | 8+                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | **g) Elizabeth claim and option interest**
        On May 23, 2002, the Company entered into option-to-purchase agreements
          for the four crown granted mineral claims known as the “Elizabeth
          Property” and for surrounding mineral claims known as the “Blue
          Claims” in the Lillooet Mining District, British Columbia, Canada.
          In October 2002, the Company staked an additional 24 mineral claims.
          Collectively, the claims are referred to as the “Elizabeth Project.”
          The property is an early-stage exploration project, located roughly
          35 kilometres northeast of the former gold mining town of Bralorne and
          30 kilometres south of the company’s Blackdome Gold Mine.
        Crown Grants
          The agreement includes a $500,000 exploration work commitment wherein
          $200,000 is to be completed by December 31, 2003, $150,000 by December
          31, 2004, and $150,000 by December 31, 2005. The optionors retain a
          four percent NSR interest, of which two percentage points are purchasable
          by the Company for $1,000,000 per percentage point.

|      |                     
|----- | --------------------
|      | **Royalty Schedule**
|      | **Year**            
|2002  | 1                   
|2003  | 2                   
|2004  | 3                   
|2005  | 4                   
|2006  | 5                   
|2007  | 6                   
|2008  | 7                   
|2009+ | 8+                  

| |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Blue Claims
        The agreement includes a $500,000 exploration work commitment wherein
        $50,000 is to be completed by December 31, 2003, $150,000 by December
        31, 2004, $150,000 by December 31, 2005 and $150,000 by December 31, 2006.
        The optionor retains a three percent NSR, of which two percentage points
        are purchasable by the Company for $1,000,000 per percentage point.

|      |                     
|----- | --------------------
|      | **Royalty Schedule**
|      | **Year**            
|2002  | 1                   
|2003  | 2                   
|2004  | 3                   
|2005  | 4                   
|2006  | 5                   
|2007  | 6                   
|2008  | 7                   
|2009+ | 8+                  

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | In addition to the above terms, to complete the exercise of both option
          agreements, the Company must complete a feasibility study prepared by
          an independent mining engineer.
        **h) Blackdome South claim interest**
        During the late spring and summer of 2002, the Company staked a total
          of 341 mineral claim units contiguous to the south of the Blackdome
          Gold Mine project in the Clinton mining division of British Columbia.
          These new claims have been named the “Blackdome South” project
          and are held 100% by the Company.
        **i) Truax claim interest**
        In October of 2002, the Company staked a total of 94 mineral claim
          units contiguous with the historic Bridge River Mining Camp in the Lillooet
          mining division of British Columbia. These new claims are 100 % held
          by the Company.**j)	Montgolfier claim and option interest**On February 12, 2004, the Company entered into an option to purchase 100% of 112 staked
   claims and 32 map designated cells (totalling 3,552 hectares) in Montgolfier and Orvilliers
   Townships, Quebec.  To date cash payments of $40,000 have been made, and 50,000 shares have been
   issued; the costs are included in deferred exploration costs.  The claims are subject to a 2% NSR
   of which 1.5% NSR may be purchased.
|         | **Option Agreement Schedule**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|**Year** | **CDN $**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2004     | 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2005     | 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2006     | 3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2007     | 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|      |                                                                                                                                                                                                                                                                                                                                                                                                       
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                       
|**8** | **Other assets** Other assets include a payment
      made by the Company for a partial indemnification of site restoration costs of $100,000 (2003 - $100,000),
      reclamation deposits paid by the Company of $47,969 (2003 - $24,500) and other intangible assets.                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                       
|**9** | **Commitments** Effective August 31, 2003,
          the company entered into an amended lease agreement for office space
          for a two year period expiring August 31, 2005. The company has also
          committed to certain operating leases and loan payments for the acquisition
          of vehicles. The future minimum lease payments required under these
          agreements are:

|page 70
|-------

|     | **Office
          $** | **Vehicles
          $**
|---- | ---------------------- | ------------------------
|2005 | 24,168                 | 18,504                  
|2006 | 23,998                 | 18,504                  
|2007 | -                      | 18,504                  
|2008 | -                      | 8,767                   

|       |                                                                                                                                                                                                   
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**10** | **Stock options and warrants outstanding** The following
          table summarizes information about the options at December 31, 2004
          and 2003 and the changes for the years then ended

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Authorized: 100,000,000 common shares without par value. a)	During the year ended December 31, 2004:Shares issued for cash-	On January 14, 2004, a private placement was completed in the amount of $770,000 for 1,400,000
units.  Each Unit consists of one common share and one warrant, with each warrant exercisable to
purchase a further common share of the Company at a price of $0.75 per share until January 16,
2006.
  Shares issued for cash  - Flow through-	On August 11, 2004, a private placement was completed in the amount of $300,000 for 500,000
units.  Each Unit consists of one common flow through share and one half warrant, with each full
warrant exercisable to purchase a further common share of the Company at a price of $0.80 per
share until August 11, 2005.  If the warrants are exercised on or before February 28, 2005, the
underlying shares will be considered flow through shares.
-	On December 22, 2004, a private placement was completed in the amount of $498,000 for 830,000
units.  Each Unit consists of one common flow through share and one half warrant, with each full
warrant exercisable to purchase a further common share of the Company at a price of $0.80 per
share until December 22, 2005.  The flow-through shares were renounced subsequent to year end,
effective December 31, 2004 and all commitments have been met.
-	The Company allocated $177,535, the excess of proceeds over the fair value of the shares issued, to
the flow through tax benefits sold.

Warrants exercised for cash-	On January 19, 2004, 16,667 warrants were exercised for proceeds of $8,333.
-	On February 10, 2004, 11,665 warrants were exercised for proceeds of $3,500.
-	On February 16, 2004, 750,000 warrants were exercised for proceeds of $225,000.
-	On February 19, 2004, 50,000 warrants were exercised for proceeds of $15,000.
-	On March 23, 2004, 570,000 warrants were exercised for proceeds of $285,000.
-	On July 20, 2004, 30,000 warrants were exercised for proceeds of $15,000.
-	On October 11, 2004, 10,000 warrants were exercised for proceeds of $5,000.
-	On October 11, 2004, 122,500 warrants were exercised for proceeds of $36,750.


      Warrants exercised for cash - Flow through-	On April 30, 2004, 50,000 flow through warrants were exercised for proceeds of $30,000.
     Options exercised for cash-	On July 6, 2004, 150,000 options were exercised by a former director of the Company for proceeds of
$30,000.
-	On August 30, 2004, 25,000 options were exercised for proceeds of $5,000.

     Shares issued pursuant to property agreements-	On February 18, 2004, the Company issued 50,000 shares as a deemed price of $0.80 per share
pursuant to the acquisition of its Montgolfier property.
b)	During the year ended December 31, 2003:Shares issued for cash - Flow through & non-flow through-	On January 24, and January 31, 2003, private placements were completed in the amounts of
$400,000 (1,000,000 shares) and $150,000 (375,000 shares) respectively.  Each share is
accompanied by a single warrant priced at $0.60 with a two-year expiry date.
-	On September 23, a private placement was completed in the amount of $1,000,000 (2,500,000
shares).  Each share is accompanied by a single warrant priced at $0.60 with a two-year expiry date.
-	On October 31, a private placement was completed in the amount of $300,000 (750,000 shares).
The placement consisted of 550,000 flow through shares for proceeds of $220,000 and 200,000 non-
flow through shares for proceeds of $80,000.  Each share is accompanied by a single warrant priced
at $0.60 with a two-year expiry date.  Warrants associated with the flow through shares are
considered flow through warrants if exercised within 6 months of the placement date.
-	The Company allocated $8,333, the excess of proceeds over the fair value of the shares issued, to
the flow through tax benefits sold.
Warrants issued for cash-	On November 21, 39,335 shares were issued on the exercise of warrants for proceeds of $13,801.
-	On November 24, 30,000 shares were issued on the exercise of warrants for proceeds of $15,000.
-	On November 27, 33,333 shares were issued on the exercise of warrants for proceeds of $16,666.
-	On December 29, 66,667 shares were issued on the exercise of warrants for proceeds of $20,000.


Warrants issued for cash - Flow through-	On June 26, 166,667 shares were issued on the exercise of flow through warrants for proceeds of
$83,333.
-	On December 31, 83,333 shares were issued on the exercise of flow through warrants for proceeds
of $50,000.
Options exercised for cash-	On January 22, 5,000 options were exercised for proceeds of $1,000.
-	On April 15, 20,000 options were exercised for proceeds of $4,000.
-	On June 18, 25,000 options were exercised for proceeds of $5,000.
Shares issued pursuant to property agreements-	On May 16, 140,000 shares were issued in accordance with property agreements at a price of $0.26
per share: 60,000 shares for HC and RC and 80,000 shares for Elizabeth.
Shares issued for repurchase of joint venture-	On November 19, 1,500,000 shares were issued as partial consideration for the repurchase of the
50% interest in the Blackdome Mine.

c)	During the year ended December 31, 2002:I)	On February 21, 2002 and March 27, 2002, private placements were completed in the amounts of $160,000 (800,00
shares) and $234,500 (670,000 shares) respectively.  Both private placements came with warrants at a price of $0.30 and
$0.50 respectively with a two year expiry date.
II)	During the month of April 2002, employees, a former director, and contractors exercised a total of 250,000 options for
proceeds of $50,000.
III)	On June 21, 2002, Jipangu Inc. exercised 200,000 warrants obtained in the March 27, 2002 private placement for
proceeds of $50,000.
IV)	On May 23, 2002 the Company entered into an agreement to acquire mineral rights.  As part of the acquisition of these
rights, 110,000 shares were issued from treasury with a market value of $45,100.  Regulatory approval for these shares
was received July 19, 2002.
V)	On September 4, 2002, a contractor exercised 20,000 options for proceeds of $4,000.
VI)	On September 30, 2002, the Company completed a private placement in the amount of $200,000.10 (666,667 flow-
through shares).  The private placement came with warrants priced between $0.30 and $0.50 with a two year expiry date.
VII)	On October 11, 2002, the Company completed a private placement in the amount of $411,999.60 (1,373,332 shares of
which 633,332 were flow through shares).  The private placement came with warrants priced between $0.30 and $0.50
with a two year expiry date.
VIII)	On October 30, 2002, the Company completed a private placement in the amount of $105,000 (350,000 flow-through
shares).

| |                       |                  |                                                                           |                  |                                                                           |                  |                                                                          
| | --------------------- | ---------------- | ------------------------------------------------------------------------- | ---------------- | ------------------------------------------------------------------------- | ---------------- | -------------------------------------------------------------------------
| |                       |                  | **2004**                                                                  |                  | **2003**                                                                  |                  | **2002**                                                                 
| |                       | Number of shares | Weighted
          average
          exercise
          price
          $ | Number of shares | Weighted
          average
          exercise
          price
          $ | Number of shares | Weighted
          average
          exercise
          price
          $
| | Options outstanding - |                  |                                                                           |                  |                                                                           |                  |                                                                          
| | Beginning of year     | 3,475,000        | 0.41                                                                      | 2,155,000        | 0.25                                                                      | 1,825,000        | 0.20                                                                     
| | Granted               | 1,150,000        | 0.66                                                                      | 1,550,000        | 0.62                                                                      | 600,000          | 0.37                                                                     
| | Exercised             | (175,000)        | 0.20                                                                      | (50,000)         | 0.20                                                                      | (270,000)        | 0.20                                                                     
| | Expired               | (225,000)        | 0.59                                                                      | (180,000)        | 0.33                                                                      | -                | -                                                                        
| | Options outstanding - |                  |                                                                           |                  |                                                                           |                  |                                                                          
| | End of year           | 4,225,000        | 0.48                                                                      | 3,475,000        | 0.41                                                                      | 2,155,000        | 0.25                                                                     

| | The following table summarizes information about stock options outstanding
          and exercisable at December 31, 2004
| | -------------------------------------------------------------------------------------------------------------------------

|**Exercise
          price
          $** | **Options
          outstanding** | **Options
          exercisable** | **Weighted average
          remaining contracted life (years)** | ****
|---------------------------------------- | --------------------------------- | --------------------------------- | ---------------------------------------------------------------- | ----
|0.20                                     | 1,375,000                         | 1,375,000                         | 1.88                                                             |     
|0.28                                     | 150,000                           | 150,000                           | 2.10                                                             |     
|0.30                                     | 250,000                           | 250,000                           | 3.41                                                             |     
|0.40                                     | 150,000                           | 75,000                            | 4.44                                                             |     
|0.50                                     | 500,000                           | 500,000                           | 1.64                                                             |     
|0.60                                     | 500,000                           | 1,125,000                         | 4.76                                                             |     
|0.68                                     | 300,000                           | 181,250                           | 2.23                                                             |     
|0.70                                     | 600,000                           | 600,000                           | 3.04                                                             |     
|1.00                                     | 400,000                           | 300,000                           | 3.10                                                             |     
|0.48
	  (weighted average price)         | 4,225,000                         | 3,556,250                         | 2.69                                                             |     

| | During the year ended December 31, 2004, the Company extended the following outstanding options:
| | ------------------------------------------------------------------------------------------------

|**Number of
          Options** | **Exercise price
          $** | **Original
          expiry date** | **New
          expiry date**
|------------------------------- | ------------------------------ | ---------------------------------- | -----------------------------
|                                |                                |                                    |                              
|100,000                         | 0.50                           | April 13, 2004                     | April 13, 2006               

| | All other terms of the options remain unchanged.  An additional $48,404 of stock
based compensation expense was recognized by the Company at the time of extension.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|page 71
|-------

| | **Stock based compensation** Effective January 1, 2003, the Company adopted the fair value provisions of SFAS No. 123, "Accounting for Stock
		  Based Compensation", as amended, prospectively for all new awards granted to employees on or after January 1,
		  2003.  Prior to January 1, 2003, the Company accounted for employee stock based compensation under the
		  recognition and measurement provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
		  Stock Issued to Employees and Related Interpretations".The Company has a stock option plan that provides for the issuance of options to its directors, officers and
		  employees.  The maximum number of outstanding options must be no more than 10% of the issued and outstanding
		  shares at any point in time.  The term of the options must be no longer than 10 years and the vesting period is
		  determined by the directors. Options may  vest immediately.  Amounts recorded for stock based compensation are
		  as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                         | **2004
          $** | **2003
          $**
| | ----------------------- | -------------------- | --------------------
| | Consulting              | 114,529              | 263,098             
| | Employees and directors | 90,813               | 319,971             
| |                         | 205,342              | 583,069             



| | The fair value of each option granted is estimated on the date of
          grant using the Black-Scholes option pricing model with the following weighted average assumptions:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                         | **2004
          $** | **2003
          $**
| | ----------------------- | -------------------- | --------------------
| | Risk free interest rate | 2%                   | 3%                  
| | Expected life           | 3.5                  | 5                   
| | Expected volatility     | 121%                 | 144%                
| | Expected dividend yield | -                    | -                   



| | During 2002, the fair value of each option granted to employees and directors has been estimated as of the date of grant using the Black-
	Scholes option pricing model with the following assumptions: risk-free rate 2.45%, dividend yield 0%; volatility of 123%; and 4.10 years of
	expected lives. The weighted average fair value of options granted to directors and employees during is $0.17.Had compensation expense been recognized in 2002 on the basis of fair value pursuant to SFAS No.  123, loss for the year and loss per
share would have been as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                       | **$** | **2002
          $**
| | ----------------------------------------------------- | ----- | --------------------
| | Loss for the year (as reported)                       |       | (1,209,891)         
| | Deduct: Stock based compensation included             |       | 77,320              
| | Add: Stock based compensation on the fair value basis |       | 131,773             
| |                                                       |       | (1,264,344)         
| |                                                       |       |                     
| | Basic loss per share (as reported)                    |       | (0.04)              
| | Pro-forma                                             |       | (0.04)              



|page 72
|-------

| | **Share Purchase
  Warrants**
| | -----------------------------

| |                        | **Number of warrants** | **2004 Weighted
          average
          exercise
          price
          $** | **Number of warrants** | **2003 Weighted
          average
          exercise
          price
          $** | **Number of warrants** | **2002 Weighted
          average
          exercise
          price
          $**
| | ---------------------- | ---------------------- | ---------------------------------------------------------------------------------- | ---------------------- | ---------------------------------------------------------------------------------- | ---------------------- | ----------------------------------------------------------------------------------
| | Warrants outstanding - | 8,145,831              | 0.54                                                                               | 3,640,166              | 0.44                                                                               | -                      | -                                                                                 
| | Beginning of year      |                        |                                                                                    |                        |                                                                                    |                        |                                                                                   
| | Issued with shares     | 2,178,000              | 0.77                                                                               | 4,925,000              | 0.60                                                                               | 3,740,166              | 0.45                                                                              
| | Exercised              | (1,610,832)            | 0.50                                                                               | (419,335)              | 0.47                                                                               | (100,000)              | 0.50                                                                              
| | Expired                | (666,667)              | 0.50                                                                               | -                      | -                                                                                  | -                      | -                                                                                 
| | Warrants outstanding - |                        |                                                                                    |                        |                                                                                    |                        |                                                                                   
| | End of year            | 8,046,332              | 0.63                                                                               | 8,145,831              | 0.54                                                                               | 3,640,166              | 0.44                                                                              

| | The following table summarizes information about warrants outstanding
        and exercisable at December 31, 2004:
| | -------------------------------------------------------------------------------------------------------------------
| | **Exercise
          price
          $**                                                                           
| | 0.50                                                                                                               
| | 0.60                                                                                                               
| | 0.75                                                                                                               
| | 0.80                                                                                                               
| |                                                                                                                    



| | J-Pacific warrants are exercisable ONLY for common stock. During the year ended December 31, 2004, The Company
        extended the following outstanding warrants:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | **Number of
          Warrants
          $**                                                                                                                       
| | 1,076,665                                                                                                                                                          
| | 416,667                                                                                                                                                            
| | 50,000                                                                                                                                                             
| | All other warrant terms remain unchanged.                                                                                                                          



|page 73
|-------

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**11** | **Related party transactions** During the year ended December 31, 2004 a total of $9,748 was paid to John Mesrobian, a Director of the Company,
for professional fees ($7,000) and for investor relations and corporate promotional activities.Jipangu Inc. owned 33% of the common shares of the Company at December 31, 2004 (2003 - 35%) and has two
representatives on the Company's board of directors.The Company incurred $559,759 (2003 - $Nil) of exploration expenditures during the year for which it was
reimbursed by Jipangu Inc. (Note 5d).  The Company received $55,191 (2003 - $Nil) of management fee income
from Jipangu Inc. for operating the HC and Golden Trend exploration properties, of which $732 is included in
accrued liabilities for operating the HC and Golden Trend exploration properties.In 2003, the Company acquired from Jipangu the 50% of the Blackdome property that it did not already own.During the year ended December 31, 2003, the Company fully paid shareholder loans amounting to $78,327
outstanding to Jipangu Inc.  The loans bore interest at rates up to 7.0% per annum, accruing interest of $5,663
during 2003, were unsecured and had no fixed repayment terms.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|**12** | **Income Taxes**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| | A reconciliation of the expected income tax expense (benefit) to the actual income tax expense (benefit) is as follows:                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                      
| | Statutory income tax rate                                                                                                                                                                                                                                                            
| | Net loss for the year                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                      
| | Income tax recovery at statutory rate                                                                                                                                                                                                                                                
| | Loss (income) of foriegn subsidiaries taxed at lower rate                                                                                                                                                                                                                            
| | Stock based compensation                                                                                                                                                                                                                                                             
| | Items not deducted for income tax purposes                                                                                                                                                                                                                                           
| | Effects of change in tax rate                                                                                                                                                                                                                                                        
| | Unrecognized tax loss                                                                                                                                                                                                                                                                
| | Tax recovery rising from flow-through shares                                                                                                                                                                                                                                         
| | Income tax recovery                                                                                                                                                                                                                                                                  
| | The  components of future income taxes are:                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                      
| | Non-capital losses carryforwards                                                                                                                                                                                                                                                     
| | Resource deductions and capital assets                                                                                                                                                                                                                                               
| | Asset retirement obligation                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                      
| | Valuation allowance                                                                                                                                                                                                                                                                  
| | Net future tax assets                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                      
| | Certain comparative amounts for 2003 have been restated to conform to the current year's presentation.

        The Company has available tax losses of approximately $6,751,000 which may be offset against future
        Canadian taxable income.  These losses expire as follows:
| |                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                      

|page 74
|-------

|       |                                                                                                                                                                                                                                               
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**13** | **Segmented financial information** The company
          operates in two segments: the care and maintenance of the Blackdome
          Mine in Canada and the exploration and development of gold properties
          in Canada and the USA.
|      

| |                            | **Blackdome
          Mine
          $** | **Exploration 
          in Canada
          $** | **Exploration
          in USA
          $** | **Corporate
          Office
          $** | **Total
          $**
| | -------------------------- | ---------------------------------------- | ------------------------------------------------ | -------------------------------------------- | ------------------------------------------ | ---------------------
| | **December 31, 2004**      |                                          |                                                  |                                              |                                            |                      
| | Profit/(loss) for the year | (203,269)                                | (740,131)                                        | 194,875                                      | (755,204)                                  | (1,503,729)          
| | Total Assets               | 2,413,998                                | 170,000                                          | 497,004                                      | 1,332,094                                  | 4,413,096            
| | Capital Assets             | 2,260,505                                | 166,500                                          | 456,549                                      | 12,425                                     | 2,895,979            
| | Capital Expenditures       | -                                        | 95,500                                           | 70,347                                       | 2,781                                      | 168,128              
| | Amortization and accretion | 4,337                                    | -                                                | -                                            | 11,016                                     | 15,353               
| | Interest income            | -                                        | -                                                | -                                            | 21,442                                     | 21,442               
| | Interest expense           | 407                                      | -                                                | -                                            | 3,960                                      | 4,367                
| |                            |                                          |                                                  |                                              |                                            |                      
| | **December 31, 2003**      |                                          |                                                  |                                              |                                            |                      
| | Loss for the year          | (87,521)                                 | (240,943)                                        | (18,076)                                     | (1,062,164)                                | (1,408,704)          
| | Total Assets               | 2,401,391                                | 76,000                                           | 411,891                                      | 1,012,268                                  | 3,901,550            
| | Capital Assets             | 2,257,891                                | 71,500                                           | 409,672                                      | 23,274                                     | 2,762,337            
| | Capital Expenditures       | 598,639                                  | 30,800                                           | 111,036                                      | 18,043                                     | 758,518              
| | Amortization and accretion | 11,552                                   | -                                                | -                                            | 10,873                                     | 22,425               
| | Interest income            | -                                        | -                                                | -                                            | 8,623                                      | 8,623                
| | Interest expense           | 414                                      | -                                                | -                                            | 9,224                                      | 9,638                

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|       |                                                                                     
|------ | ------------------------------------------------------------------------------------
|**14** | **Comprehensive income**
      The Company has the following comprehensive
  income:

| |                                         | **2004
          $** | **2003$** | **2002$**
| | --------------------------------------- | -------------------- | --------- | ---------
| | Unrealized foreign exchange gain/(loss) | (12,636)             | (1,119)   | (3,055)  
| |                                         |                      |           |          

|**15** | **Risk** The company has $1,213,900 (2003 - $936,000)
           of cash at financial institutions in excess
          of insured limits. The Company is exposed to foreign exchange risk pertaining
          to certain U.S. currency bank accounts and to its U.S. exploration and evaluation programs.                                                                                                               
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                          
|**16** | **Subsequent events** On January 13, 2005, the Company received approval from the TSX Venture Exchange for a one-year
      extension in term for warrants issued pursuant to private placements on January 24, 2003 and
      January 31, 2003.  A total of 1,000,000 outstanding warrants will now expire on January 24, 2006
      and 375,000 on January 31, 2006.  All other terms of the warrants remain unchanged.

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| | **Corporate Data**
      J-Pacific Gold Inc. is a public company trading on the TSX Venture
      Exchange and the OTC Bulletin Board. The Company is involved in mineral exploration and mine
      development in North America.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                   
| | **Head Office**                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                   
| | **Directors**                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                   
| | **Officers**                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                   
| | **Registrar and Transfer Agent**                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                   
| | **Banker**                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                   
| | **Legal Counsel**                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                   
| | **Stock Exchange**                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                   

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**Signatures**

The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this registration statement on its behalf.J-Pacific Gold
Inc. (Registrant)

_/s/ Nicholas T. Ferris(Signature)Nicholas T.
FerrisPresident

Date:

June 29, 2005

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