|UNITED STATES SECURITIES AND EXCHANGE
      COMMISSIONWashington, D.C. 20549                                                                                                                                                                                                                                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|FORM 20-F/A                                                                                                                                                                                                                                                                                                                                                                                              
|Amendment No. 2                                                                                                                                                                                                                                                                                                                                                                                          
|[ ] 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, 2006                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                         
|[ ] 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 802, 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: 61,297,164                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                         
|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 75
    Index to Exhibits on Page 57

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                                          | 33
|Item 6. Directors, Senior Management and Employees                                          | 36
|Item 7. Major Shareholders and Related Party Transactions                                   | 44
|Item 8. Financial Information                                                               | 45
|Item 9. The Offer and Listing                                                               | 46
|Item 10. Additional Information                                                             | 50
|Item 11. Quantitative and Qualitative Disclosures About Market Risk                         | 54
|Item 12. Description of Securities Other Than Equity Securities                             | 54
|                                                                                            |   
|**PART II**                                                                                 |   
|                                                                                            |   
|Item 13. Default, Dividend Arrearages and Delinquencies                                     | 55
|Item 14. Material Modifications to the Rights of Security Holders and
      Use of Proceeds | 55
|Item 15. Controls and Procedures                                                            | 55
|Item 16. Reserved                                                                           | 56
|                                                                                            |   
|**PART III**                                                                                |   
|                                                                                            |   
|Item 17. Financial Statements                                                               | 57
|Item 18. Financial Statements                                                               | 57
|Item 19. Exhibits                                                                           | 57
|                                                                                            |   
|Audited 2006 Financial Statements                                                           | 58
|Signature Page                                                                              | 71
|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
|------









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 6/12/2007, the
names of the Directors of the Company.



|**Table No. 1: Directors**                                                        
|----------------------------------------------------------------------------------
|**Name**                                                                          
|Nicholas T. Ferris                                                                
|D'Arcy Adam                                                                       
|Kazuo Shuto                                                                       
|Driffield Cameron                                                                 
|Jean-Pierre Schumacher                                                            
|Martin Price                                                                      
|
|John Anderson                                                                     
|                                                                                  
|(1) Member of Audit Committee.                                                    
|(2) Business Address: Suite 802 - 1166 Alberni Street, Vancouver, BC, V6E 3Z6     
|(3) Business Address: 301 Stewardson Way, New Westminster, BC, V3M 2A5            
|(4) Business Address: 3-6-9 Kita Shinagawa, Shinagawa-ku, Tokyo, Japan 140-0001   
|(5) Business Address: 1700-155 University Avenue, Toronto, ON M5H 3B7             
|(6) Business Address: Strehlgasse 4, Zurich, Switzerland 8022                     
|(7) Business Address: Florida Canyon Mining Inc., PO Box 330, Imlay, NV, 89418.   
|(8) Business Address: Suite 1300 - 885 West Georgia Street, Vancouver, BC, V6C 3E8

1.A.2. Senior ManagementTable No. 2 lists, as of 6/12/2007,
the names of the Senior Management of the Company. The Senior Management serves
at the pleasure of the Board of Directors.



|Table No. 2: Senior Management                                                                 
|-----------------------------------------------------------------------------------------------
|**Name**                                                                                       
|Nicholas Ferris                                                                                
|Ralph Braun                                                                                    
|
|                                                                                               
|(1) He spends 100% of his time on the affairs of the Company.                                  
|(2) Business Address: c/o J-Pacific Gold Inc. 802 - 1166 Alberni Street Vancouver, B.C. V6E 3Z6

|page 10
|-------

Ralph Braun's business functions, as Chief Financial Officer, includes
fiscal management of the Company 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 McCullough O'Connor Irwin located at
#1100 - 888 Dunsmuir Street, Vancouver, B.C. CANADA V6C 3K4. The telephone
number of the Company's legal counsel is 604-687-7077 and the contact person is
David Gunasekera.

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 2006, 2005 and
2004, 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, 2006, 2005 and 2004 is included later in this document.
The selected financial data set forth for Fiscal 2003 and Fiscal 2002 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 Canadian Generally
Accepted Accounting Principles (CDN GAAP).

|page 11
|-------

|Table No. 3: Selected Financial Data(in thousands of CDN$, except per share data)
|---------------------------------------------------------------------------------
|                                                                                 
|Revenue                                                                          
|Loss from operations                                                             
|Net loss for the year                                                            
|Loss per share                                                                   
|Dividends per share                                                              
|Wtg. avg. shares (000's)                                                         
|Working capital                                                                  
|Long term debt                                                                   
|Shareholders' equity                                                             
|Total assets                                                                     

The Company has paid no dividends.

Loss for the year in 2003 was $2,352,414 and in 2004 it was $792,079, or $1,560,335 less. The larger loss in 2003
was due mainly to the write down of the Company's Zenda project in the amount of $1,198,029, and higher stock
based compensation costs of $377,727.

The increase in G&A in 2004 is due largely to an increase in Company staffing
levels and investor relations activities.

In 2005, loss for the year was $706,318. In 2005 the Company wrote down
it's investment in RC in the amount of $144,287. Also, the Company recognized reduced General and Administrative expenses and reduced Stock
Based Compensation expenses. Lastly, a credit to income in the amount of $177,000 was recognized due to the renunciation
of flow through shares.

In 2006, loss from operations the year was $1,506,534 or $635,536 higher than in 2005. The increase
in loss is due in part to General and Administrative expenses increasing $253,402 in 2006 over 2005. The Company
experienced higher salary costs due to more staff, higher travel costs due to promoting the Company in Europe,
and higher promotional costs due to an aggressive promotional agenda during 2006. Mine Maintenance also increased
$180,726 due to a longer season and more staff during the season. Fuel cost inflation has also contributed to Mine Maintenance
cost increases. Stock Based Compensation increased $170,600 in 2006 over 2005. Filing and regulatory fees increased by
$28,132 due mostly to increased share capital activity during the year. The higher loss from operations is offset
by higher option income and interest income in 2006 over 2005; and, in 2006, the Company did experience lower management fees and
no credit to income on the renouncement of flow-through versus 2005.

Exploration is financed by the issuance of shares and by option agreements.  Long term liabilities represent
the Company's Asset Retirement Obligation (see Detailed Financial Analysis next in this report).

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. 4: U.S. Dollar/Canadian Dollar Exchange Rates
|-------------------------------------------------------
|                                                       
|May 2007                                               
|April 2007                                             
|March 2007                                             
|February 2007                                          
|January 2007                                           
|December 2006                                          
|                                                       
|Three Months Ended 12/31/06                            
|Three Months Ended 9/30/06                             
|Three Months Ended 6/30/06                             
|Three Months Ended 3/31/06                             
|Three Months Ended 12/31/05                            
|Three Months Ended 9/30/05                             
|Three Months Ended 6/30/05                             
|Three Months Ended 3/31/05                             
|                                                       
|Fiscal Year Ended 12/31/06                             
|Fiscal Year Ended 12/31/05                             
|Fiscal Year Ended 12/31/04                             
|Fiscal Year Ended 12/31/03                             
|Fiscal Year Ended 12/31/02                             

The exchange rate was $1.06 on June 12, 2007.

|page 13
|-------

3.B. Capitalization and Indebtedness
The Company is currently in the process of raising $2,500,000 by way of a private placement. It is expected the private placement will
close the week of July 23, 2007.3.C. Reasons For The Offer And Use Of Proceeds
The aforementioned proceeds from the private placement will be used for general overhead and exploration of the Company's
Montgolfier project and Blackdome Mine project.

3.D. Risk FactorsCompany 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 according to CDN
GAAP, is ($14,181,963 as of December 31, 2006). 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 5,375,000 share purchase options outstanding and
15,234,672 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 61,297,164 to 81,906,836.
This represents an increase of 35.0% 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.

As of May 31, 2007, J-Pacific Gold has $379,000 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:Canadian federal insurance protects
cash held on deposit in Canadian federally insured banks. The limit on this
insurance is $60,000 per deposit. The Company has $379,000 in excess of this
amount on deposit with Bank of Montreal and should the bank fail, J-Pacific Gold
could lose this money.
**J-Pacific Gold is Involved in Exploration
Projects in the United States and, As Such, is Subject to the Risk of Currency
Fluctuations Between the Canadian Dollar and the U.S. Dollar Whereby the
Canadian Dollar Decreases in Value:**If the Canadian Dollar should
decrease in value relative to the U.S. Dollar, the costs, in Canadian Dollars,
to J-Pacific Gold of doing work in the United States would become higher and
have a negative effect on the operations of the Company.

|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 802, 1166 Alberni Street
Vancouver, British Columbia
V6E 3Z6 CANADA
Telephone: (604) 684-6677
Facsimile: (604) 684-6678
E-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 end is December 31st.

The Company has unlimited common shares without par value authorized. At 12/31/2006, the end
of the Company's most recent fiscal year, there were 61,297,164 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 two wholly-owned subsidiaries, and a third 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) Auric Resources Inc., incorporated in the state of Nevada, and is wholly owned by the
> Company;
> c) 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 2002 through 2006, the Company
spent the following amounts for mineral property acquisition, mineral exploration and capital assets:



> 2002: $621,912 for mineral property acquisition and exploration and capital assets
>   2003: $1,690,055 for mineral property acquisition and exploration and capital assets
>   2004: $1,450,436 for mineral property acquisition and exploration and capital assets
>   2005: $1,792,641 for mineral property acquisition and exploration and capital assets
>   2006: $523,664 for mineral property acquisition and exploration and capital assets

Amounts in 2004 and 2005 includes spending as per the Company's Golden Trend HC Option agreement with Jipangu Inc. whereby
Jipangu funds all Golden Trend and HC exploration and maintenance costs. In 2005, Jipangu was responsible for $917,458 in exploration
expenditures expenses by the Company. In 2004, Jipangu was responsible for $$559,760 in exploration expenditures expenses by the Company.
In 2003, the Company acquired the 50% joint venture interest in the Blackdome Mine. This acquisition cost is included in the
above mentioned amount of $1,690,055.

|page 18
|-------

Financings
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. To raise equity, the Company completes private placements with the sale of
shares or units. Units typically consist of one common share on one warrant exercisable
for one common share. To date, warrants are only issued in conjunction with the sale of shares.



|                           
|---------------------------
|**Table No. 5: Financings**
|**Fiscal Year**            
|                           
|
|2001                       
|                           
|2002                       
|                           
|                           
|                           
|                           
|2003                       
|                           
|                           
|                           
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(1) deemed fair market value for shares issued

Plan Of OperationsSource of Funds for Fiscal 2007
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 12/31/2006, the Company had working capital of $3,415,463.

Use of Funds for Fiscal 2007
During Fiscal 2007, the Company estimates that it might expend $900,000 cash
on general/administrative expenses.  During Fiscal 2007, the Company estimates
that it might expend $3,200,000 net on mineral property acquisition/exploration expenses.

Anticipated Changes to Facilities/Employees
During Fiscal 2007, staffing levels are expected to remain constant.

|page 19
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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 holds interests in several gold-silver metal
properties in Canada and the United States. The Company holds two advanced stage exploration
projects: the Blackdome Gold Mine ("Blackdome"), an exploration property
located in the Province of British Columbia, Canada.  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, the Truax
Project near Goldbridge, British Columbia, and the Montgolfier Project in Quebec.
In addition to these, the Company has assembled two early-stage,
drill-ready exploration projects located in the State of Nevada:
the Golden Trend Project and the Callaghan Project.

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 with its
plan of exploring and expanding its British Columbia land position with a
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 for the Golden Trend
Project, and US$1,750,000 for 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 anniversary (May 2005) and will make payments of US$200,000 on
succeeding anniversary dates until the option is exercised or terminated. Jipangu is responsible
for annual claim maintenance fees and advance royalty payments. Lastly, in 2004, the Company
entered into the Quebec mineral market with the acquisition of the Montgolfier Project
(totalling 3,552 hectares) in Montgolfier and Orvilliers Townships, Quebec.

In 2005, the Company completed an airborne survey. The high resolution magnetic and electromagnetic
data over the project area, which is covered by thick glacial till, has been received and will help
refine the structural and geological interpretation of the property as well as help to identify and
prioritize drill targets for testing. In Nevada, the Company completed 8,610 feet of drilling under
agreement with Jipangu on its HC and Golden Trend Projects and completed GIS compilations of its
Callaghan and HC Projects. After careful analysis of the drill results and the cost of maintaining
the HC and RC Projects, the Company decided to terminate its underlying option agreements with the
vendor of the HC and RC Projects, and consequently, in mutual agreement, to terminate the agreement
with Jipangu for exploration on the HC and Golden Trend Projects. In British Columbia, the Company
completed 9,150 feet of drilling at it's Elizabeth Project and an MMI survey of some ground
at the Blackdome Mine. In addition, the Company commissioned a GIS compilation of historical
drill results from the Blackdome Mine, performed by Roscoe Postle Associates Inc. (RPA).
In RPA's opinion, the Blackdome property is highly prospective for high-grade epithermal Au-Ag mineralization.
RPA has reviewed the geological data for the Blackdome Mine and has defined three high-priority target areas.
RPA recommends that these targets should be investigated by sampling, geological mapping, trenching and diamond
drilling. RPA further recommends that geological mapping and reconnaissance coverage be extended to the
northeast and southwest along the projected trends of the principal vein systems. The recommendations
by RPA will be the focus of the Company's exploration efforts for British Columbia during 2006.

In 2006, the Company raised a total of $5,031,325 through a series of four private placement financings.
With these new funds, the Company embarked upon an aggressive series of exploration drill programs at its
Blackdome Gold Mine in British Columbia and the Montgolfier Project in Quebec. The first phase of exploration
drilling at the Blackdome Gold Mine commenced in October of 2006 and by year-end 2006, 10 holes totalling
2,014 metres were drilled. The program focused on testing the projected northern strike extension of the
previously producing No. 1 and No. 2 Veins to where the black basaltic rocks of Blackdome Peak mask their
surface expression. This northern extension area has not previously been drill-tested, and the 2006
drilling stepped out from 25 to 175 metres from previous work along this direction. Assay results from
the program demonstrated strong gold mineralization within the northern strike extension of the No. 1 and
No. 2 Veins. In April of 2007, the Company commenced a Phase 2 drill program at the Blackdome Gold Mine
consisting of 13 holes totalling approximately 2,600 metres. The Phase 2 program confirmed significant
extensions of the known gold-bearing vein structures. At the time of publication, the Company awaits
assay results from the Phase 2 program. In January of 2007, the Company commenced an exploration drill
program at its Montgolfier Project in Quebec. By March of 2007, the Company completed 27 holes totalling
approximately 10,000 metres. Gold-bearing host rock was reported in two of the eight target zones,
located in the far western portion of the project and, at the time of publication, the remaining assay
results for the 2007 Montgolfier Project are pending.

|page 20
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United States vs. Foreign Sales/Assets
The Company has generated no sales revenue.

At 12/31/2006:
$251,440 of the Company's assets were located in the United States; and,
$9,332,285 of the Company's assets were located in Canada.

At 12/31/2005:
$166,895 of the Company's assets were located in the United States; and,
$5,065,688 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 1,750 sq. ft. at Suite 802, 1166 Alberni Street, Vancouver, B.C.,
CANADA, V6E 3Z6. The Company began occupying said facility in June 2007.

Mineral Property Interests

DESCRIPTION OF PROPERTIES: (Canada)

British Columbia, Canada



|page 21
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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 letter of credit in compliance with
these permits. These permits subject the Company to various mine, plant, waste
dump, wastewater and tailings retirement obligations. 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 to obtain release from the
retirement obligations and the underlying letter of credit.

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 Inc., a private Japanese
company. Production ceased in 1999 due to the declining price of gold and the mine has
been on care and maintenance since that time. The carrying value of the operation
was written down in 2000 to reflect impairment with the cessation of operations. The
carrying value currently represents mine plant and equipment (mill, machinery and tailings
facility) and deferred exploration charges for exploration performed
in 2006. A breakdown of current carrying values is shown on the table below.



|                                                   
|---------------------------------------------------
|**Table No. 6:**                                   
|**Breakdown of Mine Property, Plant and Equipment**
|**As at December 31, 2006**                        
|                                                   
|Geology                                            
|Camp                                               
|Roads                                              
|Drilling                                           
|Assaying                                           
|Mine plant and equipment                           
|Other                                              
|                                                   
|                                                   
|                                                   



|page 22
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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.

Mine property, Plant and Equipment
The mill was built between 1985 and 1988, and hosts a flotation circuit, crusher, ball mill,
coarse ore bin, backfill pump, shop, conveyors, shaker table and furnace. The site also hosts
an assay lab, storage, electrical and many other utility buildings. Equipment includes a
jumbo boom drill, compressors and generators, a five-tonne hoist, two underground scoop
trams and a forklift, among a myriad of smaller equipment, tools and parts. All equipment
and the mill are in good working condition. The electrical infrastructure is fully intact,
with hydro poles running from the mill to the camp. Secondary water sources are intact and
providing water to the camp. A new primary water source for the mill would be required to
commence milling operations, which would entail drilling a 20 centimetre well to a depth of
approximately 180 metres at an estimated cost of $15,000. In addition, to commence operations
a 1,500 kVA generator would be required. All adits and stopes are accessible. Road conditions
throughout the site are excellent. The tailings dam is fully maintained and inspected each
year by an independent geotechnical consulting company. The current camp can accommodate a
dozen people with full kitchen, sleeping quarters and related amenities. Camp improvements
would be commensurate with the milling and/or mining operation selected. J-Pacific holds
the majority of the permits to operate the Blackdome Gold Mine at a rate of 200 tonnes per day.

In summary, J-Pacific has a well-maintained site that can be readied for recommencement of
production on short notice (less than three months) given the delineation of minable ore
bodies. Management intends to develop a sustainable ore body on the land package accumulated
around the Blackdome mill, which includes the Blackdome, Blackdome South and Elizabeth Properties.
More information on the individual property exploration plans and results are contained in the
in the discussion under each property name.

Recent Work on the Property
During 2003, the Company continued to build a land base around the Blackdome Gold Mine, with
the acquisition of new ground at the Blackdome South Project and the Elizabeth Property,
as well as resuming exploration activities designed to expand the current drill-inferred resource.

In May 2004, RPA was retained by the Company to review the geological data for Blackdome,
construct 3-D models of the veins, compile the data into a geographic information system
("GIS") system to facilitate review and ongoing exploration work, and prepare a report
outlining exploration targets for the property.

RPA compiled much of the geological information for the property into computer databases, in order
to support future exploration programs. Company personnel entered the drilling data into a Gemcom
database, and RPA used this to construct 3-D solid models of the vein systems. RPA also supervised
the scanning and compilation of the surface geological mapping into a GIS database. These solid
models and databases provide very powerful tools for developing exploration targets. RPA made the
following observations regarding the principal characteristics of the ore at Blackdome:

> * Ore shoots are high grade and relatively small, with highly variable grades.
> * Shoots are located in dilatant zones along the principal fault structures, most notably the No.
> 1 and No. 2 Vein structures. These dilatant zones occur primarily where the fault zones change strike or dip.
> * Further to the above, the formation of ore is localized in zones of steepening of the principal host
> faults, caused by refraction of the shear as it passes through relatively more competent stratigraphy (i.e., the Rhyolite Unit).
> * Shoots are located in proximity to splays of the principal fault structures.
> * Other dilatant zones occur as near-vertical tension fractures developed in the wall of the No. 1 Vein.

> * Assess the down-dip/plunge potential of gold mineralization, approximately 50 to 100 vertical metres below
> the previous mine workings on the No. 1 and No. 2 Veins and approximately 200 to 250 metres below surface.
> * Assess the potential of the area where the No. 1 and No. 2 Veins potentially intersect, thereby forming
> a zone of greater dilatancy and allowing mineralized fluids to penetrate.
> * Assess the previously untested northward strike extension of the No. 1 Vein beneath Blackdome Mountain,
> potentially extending to the No. 17 Vein, approximately 1.3 kilometres to the north.
> * Assess the potential of the down-dip/plunge potential of gold mineralization in the Giant Vein.



Recommendations
Further exploration and production will be based on to what degree recent drilling has altered the GIS model for the property and
to what degree any derived inferred mineral resource calculations are changed. Data and results of exploration are expected to be
compiled during the third and fourth quarter of 2007.

The mineral content of the tailings remains of interest. Management concluded metallurgical testing in 2006 and
determined recovery of the tailings gold remains slightly uneconomic at current gold prices.

|page 23
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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 8,618 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 under Blackdome Gold Mine on page 22).

Recent Work
During 2002, the Company commissioned extensive geologic reconnaissance and data compilation covering much
of the Blackdome South Project. This work verified the existence of a geological setting similar to that
of the Blackdome Gold Mine, and identified one area of immediate interest based on previous geological
mapping and geochemical sampling.

During 2003, the Company progressed with mapping and sampling within the area of initial interest
identified in 2002. The mapping succeeded in identifying a major north-northwesterly-trending fault,
which may be a feeder structure for mineralization at depth. In addition, the location of the Hungry
Valley Fault, a major terrane-bounding suture, was defined. A total of 503 soil geochemical samples
were collected, which identified two areas with anomalous concentrations of copper, mercury and barium.
These areas are associated with known structures identified by the geological mapping.

Recommendations
The Company continues to view the property as an integral part of its British Columbia land portfolio
and plans to complete limited surface exploration work on the project in summer 2007 or 2008.

|page 24
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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 additional 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. To date, all work commitments have been achieved and exceeded. Mr. Illidge
retains a three percent Net Smelter royalty interest of which two percentage points are
purchasable by the Company for $1,000,000 per percentage point.

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.

|page 25
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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 fall 2002, the Company commissioned an extensive mapping, sampling and drilling program
on the Elizabeth Property. In detail, the work included grid-based geological mapping,
the collection of 440 surface and underground rock samples, and the drilling of 16 diamond
drill holes totalling 1,642 metres. This work confirmed the presence of high-grade gold
values in known quartz veins, demonstrated the continuity of the structures with host
veins, and identified several new areas with potential for economic gold mineralization.

During 2003, the Company continued with mapping, trenching and geochemical sampling.
The program included trenching and detailed rock sampling along the strike of a newly
discovered gold-bearing vein system, and within the Southwest gold geochemical anomaly
(herein "Southwest Anomaly"), in association with an extension of the road system, which
improved access to the area. Additional rock and soil sampling and mapping were carried
out along all new roads and spurs, and on the extension of the grids in the Southwest
Anomaly area and in the No. 9 Vein area. As a result of this work, drill sites were
prepared for testing of prospective gold zones. Property-wide geological mapping, to
assess the potential for additional favourable mineralized environments, was augmented
by expanded stream sediment sampling coverage, and through the production of detailed
topographical maps.

During road building in June 2003, several quartz veins were exposed along four road cuts,
approximately 400 metres southwest of the area drilled in 2002. Along one road, four
separate veins were uncovered over a 55-metre length. The veins range in width from a
few centimetres to 2.75 metres. These veins are considered new discoveries, as there is
no evidence of previous work in the area.

Highlights of the 2004 drill program included 88.47g Au/t over two metres, 5.33g Au/t over
7.85 metres, 4.53g Au/t over 4.5 metres, and 20g Au/t over one metre. More information is
contained in the December 31, 2004, Annual Report and on the Company's website at www.jpgold.com.
The program tested the continuity and northern extent of the gold mineralization and the host
structures, and seeks to further define the gold zones within the structures.

The 2005 program intersected gold values throughout the Southwest Vein. Importantly, the
drilling extended the northerly-trending strike of the Southwest Vein by 240 metres, for
a total of approximately 620 metres, and traced it over 286 metres vertically. This
substantially increases the known mineralized zone and advances the potential of calculating
a gold resource. Some copper mineralization was anticipated, but the program also produced
interesting molybdenum values. The copper and molybdenum intersections returned values in
excess of 0.5 percent, indicating the potential for additional porphyry copper targets on
the property.

During 2006, the Company continued to construct a 3-D GIS model to improve understanding of
the geology and gold mineralization on the property. The Company recently completed an aerial
photo and digital mapping survey that provides an accurate representation of the local
topography, to aid in the planned exploration work.

In June 2007, the Company commenced a 2,000 metre drill program
to better define the mineralization of the Southwest and No. 9 Veins.
Results should be issued by September 2007.

Recommendations
Management has the objective of completing a 3,000-metre core drilling program. Exploration
is expected to commence in July 2007, at an expected cost of $450,000.

|page 26
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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
Although the Company recognizes the property's exploration potential, there are no
immediate plans for exploration work. The Company continues to view the property
as an integral part of its British Columbia land portfolio.

|page 27
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Quebec, Canada



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 anniversary (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.

Recent Work
The Company contracted SRK Consulting ("SRK") to digitize historical data and build
a GIS model to assist in the interpretation of results. The Company contracted Fugro
Airborne Surveys to conduct an airborne survey of the Montgolfier Project in March
2005. The high-resolution magnetic and electromagnetic data over the project area,
which is covered by thick glacial till, has been received and will help to refine
the structural and geological interpretation of the property, as well as to identify
and prioritize drill targets for testing.

The Montgolfier Project straddles the Casa Berardi Tectonic Zone, approximately 30
kilometres east of the Casa Berardi Mine, where Aurizon Mines Ltd. has outlined a
mineral reserve of 4.9 million tonnes grading 7.69g Au/t, with an indicated mineral
resource of 2.7 million tonnes grading 5.11g Au/t, and an inferred mineral resource
of 5.7 million tonnes grading 6.50g Au/t (Source: Aurizon Mines Ltd. website).

In the third quarter of 2006, SRK completed an updated independent technical report.
From the reinterpretation of historical exploration data and interpretation of the
new high-resolution magnetic and apparent resistivity data acquired in 2005, SRK has
identified eight areas representing prime gold exploration targets on the Montgolfier Project, as follows:

> * Four targets are associated with apparent resistivity lows along change of strike of the
> Casa Berardi Fault, near the northern contact of the Taibi Sedimentary Basin.
> * Two targets are located in the central portion of the project area, where interpreted
> iron-formation units are broken off by distinct subsidiary structures.
> * Two targets are located in the eastern portion of the property and related with
> graphitic faults crosscutting folded iron formations.

More detailed results and tabular presentation is available at the Company's web site (www.jpgold.com)
in recent news releases. Additional assay results are pending.

Recommendations
Gold mineralization in this geological setting can occur at various depths. As host rock has been confirmed
by recent drilling, future exploration will be required to discover those areas where the gold has concentrated.
Compilation of the 2007 results is expected to be done during the third and fourth quarter of 2007 before
additional targeting is confirmed.

|page 28
|-------

DESCRIPTION OF PROPERTIES: (United States)

Nevada, USA

Map 4 - J-Pacific Nevada Projects



|page 29
|-------

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
4).

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 totalling US$500,000. A down payment of US$25,000 was made on
signing and a first instalment 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.

|page 30
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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, totalling 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 compilation, 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. Both drill holes cut intervals of hydrothermal alteration
associated with anomalous intersections, and pathfinder elements including mercury
and zinc which correlated well with the gold content. Zinc is
particularly indicative of the district's mineralization, the target type at Golden Trend.
The geochemical signature was the same in both holes, although the values in the first hole were somewhat higher overall.

During 2005, the Company completed a single 2,000 foot drill hole. The final
results from the 2005 exploration drilling program at the Golden Trend Property
was received in early March of 2006.  From the previously unreported 1,530 feet (464 metres)
of the 2,000 foot (600 metre) hole GT05-01 drilled at Golden Trend, no significant values
were obtained, and the prospective lower plate carbonates were not reached. However, attractive
targets remain at Golden Trend and will be prioritized for further exploration, in light of the
company's new understanding of the property. On December 15, 2005, J-Pacific announced that a
15 foot (4.5 metre) section of GT05-01 intersected gold values up to 1.334 g Au/ton in upper plate rocks.

In early 2006, the Company, in mutual agreement terminated its option/joint venture agreement with Jipangu
in light of results from the HC Project. The agreement was a joint agreement covering both the HC Project and
the Golden Trend Project. The Company terminated the underlying option agreement with the vendor on the HC Project
and the RC Project, thereby triggering a termination of the option/joint venture agreement. The Company
retains full interest in the Golden Trend Project.

Recommendations
Attractive targets remain at Golden Trend and will be prioritized for further exploration, in light of the
company's new understanding of the property. No time frame or budget has been committed to at this time.
Due to the high cost of drilling in Nevada, the Company is considering a joint venture partner for this project.

The Callaghan Project, Nevada
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 30.

|page 31
|-------

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
The majority of the 2003 work at Callaghan was focused on identifying drill targets on this
large property. The work consisted of data assembly, interpretation and limited mapping.
During 2004, the Company completed the digitization of historical data and created a GIS database.

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 completed
an MMI geochemical survey in June 2005, which assisted in drill targeting. The Company previously
reported plans that included the drilling of at least four reverse-circulation drill holes.
In 2006, the Company permitted the planned drill holes at Callaghan and expects to commence
a reverse-circulation drilling program in soon subject to financing.

Recommendations
The property is essentially drill ready with several targets currently identified
and additional targets expected from limited synthesis and interpretation of
existing data. Estimated costs for the drill exploration program is US$250,000.

|page 32
|-------

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 24% of the common stock of the Company. 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 United States.
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 six exploration projects, and
one permitted mine in care and maintenance mode where the Company is exploring the ore body to assess feasibility
for operations and production. In total, this is 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 maintain and/or actively explore the Blackdome South and Elizabeth
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
The following discussion relates to the audited financial statements of the Company for the years ended December 31, 2006, 2005 and 2004.

General and administrative expenses
General and administrative expenses consist of wages, audit and legal costs, general corporate and office costs,
rent and travel costs (see Table 7). Wages increased from 2005 to 2006 due to an increase in staffing. Audit and
legal costs increased in 2006 over 2005 because of professional services contracted for the preparation of private
placements and other general corporate initiatives. Audit and legal costs returned to normal in 2005. In 2004, audit
and legal costs were high, as Management required professional help in writing the option agreement on the HC and
Golden Trend Projects. Travel costs increased in 2006, as Management commenced promotional activities in Europe,
Canada and in the United States. Management continued with its promotional strategy through 2006, actively marketing
the Company in Quebec, Ontario, the United States and in Europe by attending trade shows and holding presentations
for institutional investors.



|**Table No. 7:**                                    
|----------------------------------------------------
|**Breakdown of General and Administrative Expenses**

|                | 2006    | 2005    | 2004   
|--------------- | ------- | ------- | -------
|                | $       | $       | $      
|Wages           | 302,810 | 252,752 | 245,251
|Audit and legal | 63,523  | 16,013  | 59,895 
|Office          | 246,698 | 152,007 | 208,788
|Rent            | 35,405  | 33,307  | 34,013 
|Travel          | 138,614 | 79,569  | 82,956 
|                |         |         |        
|                | 787,050 | 533,648 | 630,903
|                |         |         |        

Table 8 details the office expenses as categorized in Table 7. Media and investor relations costs increased
$77,688 in 2006 over 2005. Management's 2006 media and investor relations activities included presentations
and participation at major trade shows, a video clip aired on Air Canada flights, and monthly retainers paid
to Marston Webb International of New York for media relations work. Interest expense was nil during 2006. In
prior years, Part XII.6 tax was incurred on flow-through expenses renounced under the look-back rule. No such
interest expense was incurred in 2006, as no renounced flow-through expenses were carried into 2006. General
office expenses include such items as postage, supplies, office equipment leases, storage, recycling and
Internet. General office expenses declined $7,320 in 2006 from 2005, due mainly to cost savings in the areas
of news releases, office supplies and equipment leases. Professional fees increased $14,504 in 2006 due mostly
analytical fees incurred by the Company in efforts to promote itself to the professional investment community.
Meal expenses increased in 2006 in conjunction with travel costs incurred. Management aggressively marketed
the J-Pacific story in Canada, Europe and the United States through fundraising trips and participation in
trade shows.



|**Table No. 8:**                
|--------------------------------
|**Breakdown of Office Expenses**

|                             | 2006    | 2005    | 2004   
|---------------------------- | ------- | ------- | -------
|                             | $       | $       | $      
|Media and investor relations | 116,979 | 39,291  | 44,048 
|Bank charges                 | 1,882   | 1,590   | 1,870  
|Interest expense             | -       | 11,195  | 4,367  
|General office               | 34,376  | 41,969  | 49,079 
|Courier                      | 4,621   | 3,632   | 6,716  
|Professional fees            | 46,307  | 21,803  | 65,250 
|Meals                        | 21,126  | 12,929  | 14,603 
|Automobile                   | 5,021   | 2,466   | 1,644  
|Telephone                    | 11,562  | 13,771  | 17,069 
|Communications               | 4,240   | 3,361   | 2,291  
|Other                        | 584     | -       | 1,851  
|                             |         |         |        
|                             | 246,698 | 152,007 | 208,788
|                             |         |         |        

Regulatory fees
Total regulatory fees in 2006 were $66,881, an increase of  $28,132 over 2005, due primarily to higher fees
paid to the TSX Venture Exchange and other regulators for activity in 2006, mainly on $5 million in private
placements.

Stock based compensation
Options with vesting restrictions are expensed over the vesting period.

During 2006, the Board issued 2,250,000 options to Directors and Officers. Of this, 1,250,000 options were issued
to offset the exercise of 1,250,000 options issued in 2001. An additional 500,000 options were issued in conjunction
with the Board's appointment of a new President in 2006 (since resigned). Lastly, 500,000 options were issued in
conjunction with two new Director appointments. The total cost of options vested in 2006 was $282,100. No options
were issued in 2005. Stock-based compensation in 2005 was $111,500, representing the cost of options issued in prior
years that vested in 2005. During 2004, the Board issued 1,150,000 options as reflected in a stock-based compensation
expense of $205,342.

The average cost of options vesting in 2006 was $0.28 (2005 - $0.19, 2004 - $0.32).

Write-off of mineral exploration costs
Management terminated the option agreements on the HC and RC Projects. Management concluded exploration results
did not meet exploration and development risk management criteria to justify continued expenditures on the properties.
The book value of HC was nil, as it had been reduced by option payments received in prior periods, in accordance with
the Golden Trend - HC Option Agreement with Jipangu Inc. In 2005, the write-off in the amount of $144,287 pertains to the book
value for the RC Project. In conjunction with Management terminating the underlying option agreements on the HC and
RC Projects with the common vendor, J-Pacific Gold and Jipangu mutually agreed to terminate the Golden Trend - HC
Option Agreement and Jipangu's exploration commitments for these properties.

Write-off of other assets
In 2005, Management chose to expense deferred incorporation costs of $6,794, to align itself with U.S.
Generally Accepted Accounting Principles.

Sundry income
Until December 2006, Management maintained the Zenda Property in California. Management sought grandfather status
and examined new technologies to replace the original heap leach plan. In December 2006, Management abandoned plans
to pursue the development of the Zenda Property and returned the property to the original vendor in consideration for
$11,653 ($10,000 USD) and royalty payments upon the commencement of production.

Mineral property maintenance
Mineral property maintenance consists of care and maintenance of the Blackdome Mine and expensed exploration costs.
Expensed exploration costs were $18,880 and care and maintenance for Blackdome was $332,395 Year over year, care
and maintenance costs increased $169,101, due mostly to a doubling of personnel and various maintenance activities.
Also, in 2006, Management commenced a program to sample the tailings and test the economic potential of vat leach
technology. The full cost of this work, $92,352, was expensed as care and maintenance, and management abandoned vat
leach technology. In addition, J-Pacific commenced drilling the targets identified in the 2005 technical report by
Roscoe Postle & Associates Inc. ("RPA"). Drilling commenced in October 2006, and approximately half of the expected
drilling was completed before the program was halted by winter weather conditions. Drilling is expected to continue
in June 2007.

Care and maintenance costs decreased $39,975 in 2005 versus 2004, due mostly to a GIS computer compilation project.
During 2004, RPA carried out a GIS compilation of available exploration and development data from the early 1980's to
present. Conclusions and recommendations were released in early 2005 in the form of a report titled Technical Report
on the Blackdome Mine Property, authored by David W. Rennie of RPA in April 2005, available at
jpgold.com/investor_information/downloads/. More detailed information is included in the discussion of the Blackdome
Gold Mine later in the Management Discussion and Analysis.

Other income
Interest income increased in 2006 versus 2005, due mostly to a higher average cash balance bearing interest. Interest
income decreased in 2005 versus 2004, due mainly to a lower average cash balance bearing interest. Management fee
income was $3,322 in 2006, $91,746 in 2005, $55,191 in 2004. The Company earns a management fee as part of its Golden
Trend -  HC Option Agreement with Jipangu Inc. Management treats the management fee as a cost recovery item rather
than a primary source of income. This income stream ended with the termination of the Golden Trend -  HC Option Agreement
with Jipangu. Option income represents the excess of funds received as part of its Golden Trend -  HC Option Agreement
with Jipangu over the carrying value of the underlying properties. In 2005, the carrying value of Golden Trend was
reduced to nil. The carrying value of HC was reduced to nil in 2004. The Golden Trend - HC Option Agreement was
terminated in February 2006, and is reflected in the financial statements for the year ended December 31, 2005.

Income tax recovery
No income tax recovery was recorded in 2006. Income tax recovery in 2005 was $177,000 versus $243,000 in 2004.
The recovery is related to tax benefits resulting from the timing differences on exploration expenditures renounced
to investors upon issuing flow-through shares. The Company recognizes the recovery in the period in which the
appropriate tax documents are filed with the Canada Customs and Revenue Agency.

Accounts receivable
Gross accounts receivable increased $87,533 in 2006 versus 2005. Accounts receivable comprises the Company's expected
GST and QST refund, accrued interest on bank investments, considerations for the sale of Equinox Resources back to
the original vendor, and some smaller deposits on work commitments to be refunded.

Mine, property, plant and equipment
The allocations of mine property, plant and equipment are shown in Table 9.



|**Table No. 9:**                      
|--------------------------------------
|**Mine property, plant and equipment**

|                    | 2006      | 2005      | 2004     
|------------------- | --------- | --------- | ---------
|                    | $         | $         | $        
|Mill                | 1,901,880 | 1,901,880 | 1,901,880
|Plant and equipment | 206,197   | 197,798   | 197,798  
|Exploration costs   | 854,373   | 113,031   | 113,031  
|                    |           |           |          
|                    | 2,962,450 | 2,212,709 | 2,212,709
|                    |           |           |          

The mill was built between 1985 and 1988, and hosts a flotation circuit, crusher, ball mill, coarse ore bin,
backfill pump, shop, conveyors, shaker table and furnace. The site also hosts an assay lab, storage, electrical
and many other utility buildings. Equipment includes a jumbo boom drill, compressors and generators, a five-tonne
hoist, two underground scoop trams and a forklift, among a myriad of smaller equipment, tools and parts. All
equipment and the mill are in good working condition. The electrical infrastructure is fully intact, with hydro
poles running from the mill to the camp. Secondary water sources are intact and providing water to the camp. A
new primary water source for the mill would be required to commence milling operations, which would entail
drilling a 20 centimetre well to a depth of approximately 180 metres at an estimated cost of $15,000. In addition,
to commence operations a 1,500 kVA generator would be required. All adits and stopes are accessible. Road
conditions throughout the site are excellent. The tailings dam is fully maintained and inspected each year by
an independent geotechnical consulting company. The current camp can accommodate a dozen people with full kitchen,
sleeping quarters and related amenities. Camp improvements would be commensurate with the milling and/or mining
operation selected. J-Pacific holds the majority of the permits to operate the Blackdome Gold Mine at a rate of
200 tonnes per day.

In summary, J-Pacific has a well-maintained site that can be readied for recommencement of production on short
notice (less than three months) given the delineation of minable ore bodies. Management intends to develop a
sustainable ore body on the land package accumulated around the Blackdome mill, which includes the Blackdome,
Blackdome South and Elizabeth Properties. More information on the individual property exploration plans and
results are contained in this discussion under item 4.D. under each property name. In particular, additional
disclosure of Management's 2006 drill program is available under the Blackdome Gold Mine heading.

Other assets
Other assets include reclamation bonds in the amount of $57,100 (2005 - $47,203) and a letter of credit
indemnifying the J-Pacific Gold Inc. for reclamation liabilities in the amount of $100,000 (2005 - $100,000).
During 2006, additional funds were placed on deposit with the Bureau of Land Management in Nevada to secure
drill permits.

Accounts payable and accrued liabilities
In 2006, all payables are trade payables in the amount of $226,065. In 2005, all payables are trade payables
in the amount of $57,205.  Accrued liabilities in 2005 in the amount of $119,368 represent funds transferred
to the Company from Jipangu in excess of expenses incurred to date. Jipangu advanced funds to the Company as
per the Golden Trend - HC Option Agreement.

Asset retirement obligation
Management has estimated the net present value of its recognized asset retirement obligations to be $100,373
as at December 31, 2006, 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, Management has assumed the payments
will be made in 2014. Management used a credit-adjusted risk-free rate of nine percent to calculate the net
present value of the asset retirement obligation. More information on Management's asset retirement obligation
is contained in note 8 to the Company's 2006 consolidated financial statements.



|**Table No. 10:**              
|-------------------------------
|**Asset retirement obligation**

|                       | 2006    | 2005   | 2004  
|---------------------- | ------- | ------ | ------
|                       | $       | $      | $     
|Balance at January 1   | 92,085  | 84,482 | 77,507
|Accretion expense      | 8,288   | 7,603  | 6,975 
|                       |         |        |       
|Balance at December 31 | 100,373 | 92,085 | 84,482
|                       |         |        |       

Share capital
Share capital activity in 2006 included shares issued for cash, flow-through shares issued for cash and options
exercised for cash.

On June 15, 2006, a private placement was completed in the amount of $630,000 for 1,800,000 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 $0.55 per share until June 15, 2007. Management paid a finder's fee of 62,100 Units.
On October 24, 2006, a private placement was commenced and partially completed in the amount of $2,351,125 for
6,717,500 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 $0.55 per share until October 24, 2008. On November 14, 2006,
the private placement was progressed in the amount of $700,200 for 2,000,572 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 $0.55 per share until November 14, 2008. Also, on November 14, 2006, the same private placement was
completed and closed in the amount of $1,350,000 for 3,375,000 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 $0.55
per share until November 14, 2008. On August 6, 2006, 1,250,000 options were exercised by Officers and Directors
of the Company for proceeds of $262,000. On November 26, 2006, 150,000 options were exercised for proceeds of
$30,000 and on December 5, 2006, 150,000 options were exercised by a former Director for proceeds of $45,000.

Share capital activity in 2005 consisted of a single private placement of 997,500 Units for proceeds of $349,125.
Each Unit consists of one common share and one share purchase warrant eligible for one common share at $0.55 with a
two-year expiry date. No warrants or options were exercised in 2005.

In January 2004, the Company completed a private placement of 1.4 million Units for proceeds of $770,000. Each
Unit consists of one common share and one share purchase warrant eligible for one common share at $0.75 with a
two-year expiry date. In August 2004, a private placement was completed for 500,000 Units for proceeds of $300,000.
Each Unit consists of one common share and one half-share purchase warrant, with two half-warrants eligible for one
common share at $0.80 with a two-year expiry date. If the warrants were exercised on or before February 28, 2005,
each full warrant would qualify as a flow-through share for purposes of the Income Tax Act (Canada). On December 22,
2004, a private placement for 830,000 Units was completed at a price of $0.60 per Unit for total proceeds of $498,000.
Each Unit consists of one common share, which will qualify as a flow-through share for purposes of the Income Tax
Act (Canada), and one half-warrant, each full warrant entitling the holder to purchase one half additional common
share of J-Pacific at a price of $0.80 per share until December 22, 2005. Share capital was reduced by $47,524,
reflecting share issuance costs during 2004. Additional share capital activity in 2004 included 50,000 shares issued
pursuant to the acquisition of the Montgolfier Project. Lastly, 1,610,832 warrants were exercised at prices between
$0.30 and $0.60 for proceeds of $623,583, and 175,000 options were exercised for proceeds of $35,000.

As at December 31, 2006, there are 61,297,164 shares issued and outstanding. There are 3,900,000 options outstanding,
with a weighted average term to maturity of 5.82 years and a weighted average exercise price of $0.49 each. There are
15,234,672 warrants outstanding, with a weighted average term to maturity of 1.95 years and a weighted average exercise
price of $0.55 each.

Contributed surplus
This is the cumulative value of options issued and not exercised since the Company adopted fair-value accounting
for options. All options are valued using the Black Scholes model. Contributed surplus amounts relating to options
exercised are moved from contributed surplus to share capital.

|page 33
|-------

For the year ended December 31, 2005, cash used in operations was ($529,926). Net loss was ($706,318), with
non-cash adjustments of $16,552 for amortization and accretion, $111,500 for stock-based compensation, ($177,000)
for tax recovery associated with the renunciation of flow-through expenses, $1,704 in unrealized foreign exchange
gain on the translation of assets, $144,287 in exploration and development cost write-offs, and $6,794 for the
write-down of other deferred costs. Changes in working capital were $57,181, representing a net increase in
accounts payable and accrued liabilities, and $15,374 representing a net decrease in accounts receivable. Cash
used in financing was $349,125, attributable to a single private placement in October 2005. Cash used in investing
activities was ($730,818), consisting of ($873,998) in gross exploration expenditures (not including funds expended
on Golden Trend or HC as part of the Company's agreement with Jipangu), offset by $144,365 representing the net
option payment treated as a reduction in the carrying value of Golden Trend, and ($1,185) for the purchase of
other capital assets.

For the year ended December 31, 2004, cash used in operations was ($755,454). Net loss was ($792,079), with
non-cash adjustments of $17,991 for amortization and accretion, $205,342 for stock-based compensation, and ($243,000)
for tax recovery associated with the renunciation of flow-through expenses. Changes in working capital were ($19,713)
for accounts receivable, $2,999 for prepaid expenses, and $73,006 for accounts payable and accrued liabilities.
Cash used in financing activities was $1,766,559, which consisted of $1,814,083 from the proceeds of shares issued,
offset by ($47,524) in share issuance costs. Cash used in investing activities was ($673,384), consisting of ($847,895)
in deferred exploration and development charges, $200,761 from the sale of an option interest to Jipangu, ($23,469)
for the purchase of reclamation bonds, and ($2,781) for the purchase of other capital assets.

Management has been able to generate sufficient funds to finance a growing exploration portfolio from the issuance
of shares, the exercise of warrants and the optioning of properties. Management's ability to generate funds is sensitive
to investor sentiment in gold exploration and gold investment, the price of physical gold, overall demand for gold,
and fiat investments and investor portfolio diversification. In 2006, Management hoped to extract gold contained in
Blackdome's tailings facility using a vat leach process but has since determined the only viable extraction process
by agitation leach. At current prices, recoveries are too low and do not provide a sufficient return on investment
to proceed. As such, the recovery of tailings gold is deferred until such time recovery technologies improve, or with
higher gold prices thus potentially providing a profitable return on investment.

Financial instruments
Excess cash is held in savings accounts, banker acceptance notes, GIC's and Rstick's. The primary considerations for
cash investments are safety and accessibility. All investments of excess cash have been placed through the Bank of
Montreal. These amounts are classified as cash equivalents on the consolidated balance sheets.

|page 34
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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**



|**Table 11:**             
|--------------------------
|**Payments due by period**

|                            | Total   | < 1year | 1-3 years | 3-5 years | > 5 years
|--------------------------- | ------- | ------- | --------- | --------- | ---------
|Operating lease obligations | 355,819 | 76,946  | 151,473   | 127,400   | -        
|Purchase obligations        | 504     | 504     | -         | -         | -        

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

|page 35
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES6.A. Directors and Senior Management

|Table 12:             
|----------------------
|Name                  
|Nicholas T. Ferris    
|Ralph Braun           
|John Anderson         
|D'Arcy Adam           
|Kazuo Shuto           
|Driffield Cameron     
|Jean-Pierre Schumacher
|Martin Price          

(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 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. Ferriswas President of the Company from February 1, 2000, through to
October, 2006, and again since February 28, 2007, and has been 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.

**John Anderson** has been a member of the Board of Directors
since August 9, 2006. A graduate of the University of Western Ontario, Mr. Anderson brings
to J-Pacific a wealth of experience in the capital markets, corporate finance and public relations.

**Martin Price** has been a member of the Board of Directors
since November 6, 2006. Mr. Price is Vice-President of U.S. Operations for Jipangu International
(a wholly owned subsidiary of Jipangu Inc. of Tokyo and J-Pacific's largest shareholder) and
General Manager of the Florida Canyon and Standard Mines in Nevada. Mr. Price brings to J-Pacific over
25 years' experience in mine operations.

|page 36
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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/misdemeanour 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. CompensationCash Compensation
Total compensation accrued and/or paid (directly and/or indirectly) to all Directors/Executive Officers during Fiscal
2006 ended December 31, 2006, was $254,000.



|Table 12:                                    
|---------------------------------------------
|Summary Compensation Table, Senior Management
|                                             
|Name and Principal Position                  
|Nicholas T. Ferris                           
|Executive Chairman                           
|                                             
|                                             
|Mike Michaud                                 
|President                                    
|                                             
|                                             
|Ralph Braun                                  
|CFO                                          
|                                             
|                                             
|D'Arcy Adam                                  
|Director                                     
|                                             
|                                             
|Driffield Cameron                            
|Director                                     
|                                             
|                                             
|Kazuo Shuto                                  
|Director                                     
|                                             
|                                             
|John Anderson                                
|Director                                     
|                                             
|                                             
|Martin Price                                 
|Director                                     
|                                             
|                                             
|Jean-Pierre                                  
|Schumacher                                   
|Director                                     
|                                             



|page 37
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|Stock Option Grants in Fiscal 2006 Ended 12/31/2006
|---------------------------------------------------
|                                                   
|Name                                               
|Mike Michaud                                       
|D'Arcy Adam                                        
|David Hodson                                       
|Driffield Cameron                                  
|Kazuo Shuto                                        
|Nick Ferris                                        
|Ralph Braun                                        
|David Anderson                                     
|David Anderson                                     
|Martin Price                                       
|Martin Price                                       
|                                                   
|                                                   
|                                                   

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 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. 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 the table
Summary Compensation Table: Senior Management, 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 2006 to provide pension, retirement or similar benefits for Directors or Executive Officers.  The Company
has no pension or retirement benefits plan.

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 Compensation
Except 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 38
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6.C. Board Practices
Refer to ITEM 6.A.1.

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 April 18, 2000. The current members of the Audit Committee are:
Jean-Pierre Schumacher, D'Arcy Adam and Driffield Cameron. For Fiscal 2006, the Audit Committee met
on May 23, August 24 and November 23.

The Company has a Disclosure Committee. Formed in January, 2007, the members of the Disclosure Committee are
the President and CFO. The President and CFO must review and approve all news releases. Geological content is
reviewed by a qualified person prior to approval by the Disclosure Committee members.

6.D. EmployeesAs of June 15, 2007, the Company had nine
full-time employees, including the two members of senior management. None of the Company's
employees are covered by collective bargaining agreements. Management is defined
as employees for disclosure purposes.

6.E. Share OwnershipThe following table Shareholdings of Directors and Executive Officers lists, as of June 15, 2007, 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 39
|-------

|Table 13:Shareholdings of Directors and Executive Officers
            Shareholdings of 5% Shareholders
			As at June 15, 2007
|------------------------------------------------------------------------------------------------------------------------------
|Title of Class                                                                                                                
|Common                                                                                                                        
|Common                                                                                                                        
|Common                                                                                                                        
|Common                                                                                                                        
|Common                                                                                                                        
|Common                                                                                                                        
|Common                                                                                                                        
|Common                                                                                                                        
|                                                                                                                              
|Total Directors and Executive Officers                                                                                        
|                                                                                                                              
|Common                                                                                                                        
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Total Directors/Officers/5% Shareholders                                                                                      
|                                                                                                                              

Note: Percentages based on 61,273,829 shares outstanding as of June 15, 2007, and stock options and warrants held by each beneficial holder exercisable within sixty days.

> (1) of these shares, 875,000 represent currently exercisable share purchase options; 
>   (2) of these shares, 406,250 represent currently exercisable share purchase options; 
>   (3) of these shares, 425,000 represent currently exercisable share purchase options; 
>   (4) of these shares, 387,500 represent currently exercisable share purchase options; 
>   (5) of these shares, 387,500 represent currently exercisable share purchase options; 
>   (6) Of these shares, 425,000 represent currently exercisable share purchase options; 
>   (7) Of these shares, 156,250 represent currently exercisable share purchase options; and 
>   (8) Of these shares, 187,500 represent currently exercisable share purchase options.

|page 40
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Stock Options
The terms of incentive options grantable by the Company are done in accordance
with the rules and policies of the TSX Venture Exchange and the British Columbia
Securities Commission, including the number of common shares under option, the
exercise price and expiry date of such options, and any amendments thereto. The
Company adopted a formal written stock option plan (the "Stock Option Plan") on
June 15, 2007.  The plan adopted at each AGM of the Company.

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 41
|-------

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 42
|-------

|Table 14:Stock Options Outstanding
          As at June 15, 2007
|----------------------------------------------------------------
|Name                                                            
|Nicholas T. Ferris                                              
|                                                                
|                                                                
|                                                                
|                                                                
|Ralph Braun                                                     
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|D'Arcy G. Adam                                                  
|                                                                
|                                                                
|                                                                
|                                                                
|Kazuo Shuto                                                     
|                                                                
|                                                                
|                                                                
|                                                                
|Driffield Cameron                                               
|                                                                
|                                                                
|                                                                
|                                                                
|Jean-Pierre Schumacher                                          
|                                                                
|                                                                
|                                                                
|                                                                
|Martin Price                                                    
|                                                                
|                                                                
|John Anderson                                                   
|                                                                
|                                                                
|Consultant/Employee                                             
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|Total Officers/Directors                                        
|Total Employees/Consultants                                     
|                                                                
|**Total**                                                       
|                                                                

|page 43
|-------

7.A. Major Shareholders

7.A.1.a. Holdings By Major ShareholdersRefer to ITEM #6.E. and the table entitled
Table 13: Shareholdings of Directors and Executive Officers, Shareholdings of 5% Shareholders, As at June 15, 2007 a few pages back on Table 13.

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 ITEM #7.A.1.a for additional
information.

|Table 15:Changes 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 April 27, 2007, the Company's shareholders' list showed 61,273,829 common shares outstanding with 509 shareholders in Canada.

7.A.3. Control of Company
The 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 44
|-------

7.B. Related Party Transactions
Jipangu Inc. owned approximately 25 percent of the common shares of the Company at December 31, 2006 (2005 - 33%, 2004 - 33%)
and has two representatives on the Company's Board of Directors. The Company incurred $35,304 (2005 - $917,458; 2004 - $559,760)
of exploration expenditures during the year, which was reimbursed by Jipangu Inc. (note 5d). The Company received $3,322
(2005 - $91,746; 2004 - 55,191) of management fee income from Jipangu Inc. for operating the HC and Golden Trend exploration
properties and treats this income as a cost recovery.

On August 6, 2006, 1,250,000 options were exercised by Officers and Directors of the Company for proceeds of $262,000.
On December 5, 2006, 150,000 options were exercised by a former Director for proceeds of $45,000.

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 Information
The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian 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 Proceedings
The 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 Changes
No significant change has occurred since the date of the annual financial statements.

|page 45
|-------

9.A. Common Share Trading Information
As of 12/31/2006, the authorized capital of the Company was an unlimited number of shares without par value. As of
12/31/2006, there were 61,297,164 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.

The following table 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 16:TSX Venture Exchange (formerly the Canadian Venture Exchange)
          Common Shares Trading Activity
		  In Canadian Dollars
|---------------------------------------------------------------------------------------------------------------------------------------
|Period                                                                                                                                 
|Month Ended 05/31/07                                                                                                                   
|Month Ended 04/30/07                                                                                                                   
|Month Ended 03/31/07                                                                                                                   
|Month Ended 02/28/07                                                                                                                   
|Month Ended 1/31/07                                                                                                                    
|Month Ended 12/31/06                                                                                                                   
|                                                                                                                                       
|Fiscal Year Ended 12/31/2006                                                                                                           
|Fiscal Year Ended 12/31/2005                                                                                                           
|Fiscal Year Ended 12/31/2004                                                                                                           
|Fiscal Year Ended 12/31/2003                                                                                                           
|Fiscal Year Ended 12/31/2002                                                                                                           
|                                                                                                                                       
|Quarter Ended 12/31/06                                                                                                                 
|Quarter Ended 09/30/06                                                                                                                 
|Quarter Ended 06/30/06                                                                                                                 
|Quarter Ended 03/31/06                                                                                                                 
|Quarter Ended 12/31/05                                                                                                                 
|Quarter Ended 09/30/05                                                                                                                 
|Quarter Ended 06/30/05                                                                                                                 
|Quarter Ended 03/31/05                                                                                                                 
|                                                                                                                                       

|page 46
|-------

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 centres: Calgary, Toronto,
Vancouver, Winnipeg and Montreal.  These service centres 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 47
|-------

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 instalments.

|page 48
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In 2004, the Company issued 1,300,000 flow-through shares and 50,000 flow-through shares on the exercise of flow-through warrants.
No flow through shares where issued in 2005. In 2006, the Company issued 3,375,000 flow-through shares.

Stock Options
Refer to ITEM 6.E. and the table Table 14: Stock Options Outstanding, As at June 15, 2007 and the table Table 13: Shareholdings of Directors
and Executive Officers, Shareholdings of 5% Shareholders, As at June 15, 2007 for additional information.

Share Purchase Warrants
The following table lists, as of June 15, 2007 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 17:Share Purchase Warrants Outstanding
|--------------------------------------------
|Effective Date of Issuance                  
|6/15/06                                     
|10/26/05                                    
|10/24/06                                    
|11/14/06                                    
|11/15/06                                    

|page 49
|-------

9.A.7.a. Subscription Warrants/Right

9.A.7.b. Convertible Securities/Warrants
--- No Disclosure Necessary ---

9.C. Stock Exchanges Identified
The 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 Capital
As of December 31, 2006, the authorized capital of the Company was unlimited common shares without par
value. As of December 31, 2006, there were 61,273,829 common shares issued and outstanding.

10.A.2. Shares Not Representing Capital

10.A.3. Shares Held By Company
--- No Disclosure Necessary ---

10.A.4. Stock Options/Share Purchase Warrants

10.A.5. Stock Options/Share Purchase Warrants
Refer to ITEM #6.E. and the table Table 17: Share Purchase Warrants Outstanding for additional information.

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 18:History of Share Capital
|---------------------------------
|                                 
|**Fiscal Year**                  
|2000                             
|                                 
|                                 
|                                 
|2001                             
|                                 
|2002                             
|                                 
|                                 
|                                 
|                                 
|2003                             
|                                 
|                                 
|                                 
|                                 
|                                 
|2004                             
|                                 
|                                 
|                                 
|                                 
|2005                             
|                                 
|2006                             
|                                 

|page 50
|-------

10.B. Memorandum and Articles of Association
The 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 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 instalments.

|page 51
|-------

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 the Company's 20-F Registration Statement dated June, 30, 2004.
>   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 the Company's 20-F Registration Statement dated June, 30, 2004.
>   3. 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 the Company's 20-F Registration Statement dated June, 30, 2004.
>   4. 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.
>   5. 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.
>   6. 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.
>   7. 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. 
>   8. Media relations contract with Marsten Webb dated September 2, 2006. This document can be found as an exhibit
>   to this Annual Report.

|page 52
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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 12/31/2006
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 53
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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 Experts
The 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
2006 and Fiscal 2005 is included with the related financial statements in this Annual Report with their consent.

10.H. Document on Display
All 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 54
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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 President and 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") as of the end of the year covered by this Registration Statement.
Based upon that evaluation, the President and 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 despite material weaknesses
as described in the following paragraph.

The Company assessed the design of the
internal controls over financial reporting as at December 31, 2006 and concluded that there are
material weaknesses in internal controls over financial reporting, which are as follows:

> a)   Due to the limited number of staff resources, the Company believes there are instances
> where a lack of segregation of duties exist to provide effective controls.

The Company's management, including the President and 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 55
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ITEM 16A. Audit Committee Financial Expert 
The Company has three 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 Motors, 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 a code of ethics for the officers, directors, employee and all stakeholders. The code of ethics outlines
standards of conduct regarding disclosure, procurements and disbursements, harassment, privacy, Company property and gifts.

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 2006 were $38,160, and for 2005
were $29,700, and for 2004 was $20,700 paid to Morgan & Company. All work performed by Morgan & Company on the
annual engagement are performed by employees of Morgan & Company. Changes to audit standards applicable to financial years
ended on or after December 31, 2006, have resulted in audit cost increases.

No other fees were paid to Morgan & Company.

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

|page 56
|-------

ITEM 17. FINANCIAL STATEMENTS
The Company's consolidated financial statements are stated in Canadian Dollars (CDN$) and are prepared in
accordance with Canadian 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 STATEMENTS
The Company has elected to provide financial statements pursuant to ITEM #17.

ITEM 19. EXHIBITS

|                                                                                                                                                                                          | Page Number
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|1. Material Contracts -                                                                                                                                                                   |            
|a. 302 Certification letter, Chief Executive Officer - Nicholas T. Ferris                                                                                                                 | Page 72    
|b. 302 Certification letter, Chief Financial Officer - Ralph Braun                                                                                                                        | Page 73    
|c. 906 Certification letter, Chief Executive Officer - Nicholas T. Ferris                                                                                                                 | Page 74    
|d. 906 Certification letter, Chief Financial Officer - Ralph Braun                                                                                                                        | Page 75    
|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 57
|-------

J-Pacific Gold Inc.Consolidated Financial Statements
December 31, 2006 and 2005

---

The Audit Committee of the Board of Directors has met with the Company's independent auditors to review
the scope and results of the annual audit, and to review the financial statements and related financial
reporting matters prior to submitting the financial statements to the Board for approval.

The Company's independent auditors, Morgan & Company, are appointed by the shareholders to conduct
an audit in accordance with Canadian generally accepted auditing standards and the standards of the
Public Company Accounting Oversight Board (United States), and their report follows.

"Nicholas Ferris", President
"Ralph Braun", Chief Financial Officer

("Auditor's Logo")

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of J-Pacific Gold Inc.

We have audited the consolidated balance sheets of J-Pacific Gold Inc. as at December 31, 2006 and 2005,
and the consolidated statements of operations, cash flows, and shareholders' equity for the years ended
December 31, 2006, 2005 and 2004.  These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the
financial position of the Company as at December 31, 2006 and 2005 and the results of its operations
and its cash flows for the years ended December 31, 2006, 2005 and 2004, in accordance with Canadian
generally accepted accounting principles.



|Vancouver, Canada | **"Morgan & Company"**
|----------------- | ----------------------
|April 12, 2007    | Chartered Accountants 



|page 58
|-------

|                                                    | **2006
          $** | **2005
          $**
|--------------------------------------------------- | -------------------- | --------------------
|**Assets 
          Current assets**                |                      |                     
|Cash and cash equivalents                           | 3,541,853            | 422,281             
|Amounts receivable                                  | 99,675               | 12,142              
|                                                    |                      |                     
|                                                    | 3,641,528            | 434,423             
|                                                    |                      |                     
|**Mineral exploration properties** (note 4)         | 2,780,745            | 2,430,973           
|**Other assets** (note 5)                           | 157,100              | 147,203             
|**Other facilities and equipment** (note 6)         | 41,902               | 7,275               
|                                                    |                      |                     
|                                                    | 9,583,725            | 5,232,583           
|                                                    |                      |                     
|**Liabilities 
        Current liabilities**        |                      |                     
|Accounts payable and accrued liabilities            | 226,065              | 176,573             
|**Asset retirement obligations** (note 7)           | 100,373              | 92,085              
|                                                    |                      |                     
|                                                    | 326,438              | 268,658             
|                                                    |                      |                     
|**Shareholders' Equity **Capital stock** (note 8)** | 22,165,309           | 16,943,254          
|**Contributed surplus**                             | 1,273,941            | 977,241             
|**Deficit**                                         | (14,181,963)         | (12,956,570)        
|                                                    |                      |                     
|                                                    | 9,257,287            | 4,963,925           
|                                                    |                      |                     
|                                                    | 9,583,725            | 5,232,583           
|                                                    |                      |                     
|                                                    |                      |                     
|                                                    |                      |                     
|**Approved by the Board of Directors**              |                      |                     



|"Nick Ferris" | "D'Arcy Adam"
|------------- | -------------
|Director      | Director     

|page 59
|-------

|                                                  | **2006
          $** | **2005
          $** | **2004
          $**
|------------------------------------------------- | -------------------- | -------------------- | --------------------
|                                                  |                      |                      |                     
|**Expenses**                                      |                      |                      |                     
|Accretion and amortization                        | 19,228               | 16,552               | 17,991              
|General and administrative                        | 787,050              | 533,648              | 630,903             
|Mineral property maintenance                      | 351,275              | 170,549              | 203,269             
|Regulatory fees                                   | 66,881               | 38,749               | 56,177              
|Stock based compensation                          | 282,100              | 111,500              | 205,342             
|                                                  |                      |                      |                     
|**Loss from operations**                          | 1,506,534            | 870,998              | 1,113,682           
|                                                  |                      |                      |                     
|**Other expenses (income)**                       |                      |                      |                     
|Abandoned mineral exploration costs               | -                    | 144,287              | -                   
|Foreign exchange loss                             | 7,249                | 1,178                | 9,030               
|Interest income                                   | (38,935)             | (10,968)             | (21,442)            
|Management fee income                             | (3,322)              | (91,746)             | (55,191)            
|Option income                                     | (234,480)            | (37,225)             | -                   
|Sundry income                                     | (11,653)             | -                    | (11,000)            
|Write-off of other assets                         | -                    | 6,794                | -                   
|                                                  |                      |                      |                     
|Loss before income taxes                          | 1,225,393            | 883,318              | 1,035,079           
|                                                  |                      |                      |                     
|Future income taxes recovered                     | -                    | (177,000)            | (243,000)           
|                                                  |                      |                      |                     
|**Net loss for the year**                         | 1,225,393            | 706,318              | 792,079             
|                                                  |                      |                      |                     
|                                                  |                      |                      |                     
|                                                  |                      |                      |                     
|**Basic and diluted loss per share**              | 0.02                 | 0.02                 | 0.02                
|                                                  |                      |                      |                     
|                                                  |                      |                      |                     
|**Weighted average number of shares outstanding** | 49,286,238           | 44,974,862           | 43,162,173          
|                                                  |                      |                      |                     

|page 60
|-------

|                                                      | **2006
          $**                         | **2005
          $**  | **2004
          $** 
|----------------------------------------------------- | -------------------------------------------- | --------------------- | ---------------------
|**Cash flows from (used in) operating activities**    |                                              |                       |                      
|Net loss for the year                                 | (1,225,393)                                  | (706,318)             | (792,079)            
|Non cash expenses (income)                            |                                              |                       |                      
|                                                      | Abandoned mineral exploration costs          | -                     | 144,287              
|                                                      | Accretion and amortization                   | 19,228                | 16,552               
|                                                      | Future income taxes recovered                | -                     | (177,000)            
|                                                      | Stock based compensation                     | 282,100               | 111,500              
|                                                      | Unrealized foreign currency translation loss | 11                    | 1,704                
|                                                      | Write-off of other assets                    | -                     | 6,794                
|Change in non-cash operating working capital balances |                                              |                       |                      
|                                                      | Amounts receivable                           | (87,533)              | 15,374               
|                                                      | Prepaid expenses                             | -                     | -                    
|                                                      | Accounts payable                             | (162,525)             | 57,181               
|                                                      |                                              |                       |                      
|                                                      | (1,174,112)                                  | (529,926)             | (755,454)            
|                                                      |                                              |                       |                      
|**Cash flows from (used in) financing activities**    |                                              |                       |                      
|Proceeds from the issue of units                      | 5,031,325                                    | 349,125               | 1,814,083            
|Proceeds from the exercise of options                 | 337,000                                      | -                     | -                    
|Share issuance cost                                   | (131,669)                                    | -                     | (47,524)             
|                                                      |                                              |                       |                      
|                                                      | 5,236,656                                    | 349,125               | 1,766,559            
|                                                      |                                              |                       |                      
|**Cash flows from (used in) investing activities**    |                                              |                       |                      
|Mine property, plant and equipment                    | (537,723)                                    | -                     | -                    
|Mineral exploration properties                        | (349,773)                                    | (873,998)             | (847,895)            
|Proceeds from the sale of option interest             | -                                            | 144,365               | 200,761              
|Other assets - reclamation deposits                   | (9,910)                                      | -                     | (23,469)             
|Purchase of equipment                                 | (45,566)                                     | (1,185)               | (2,781)              
|                                                      |                                              |                       |                      
|                                                      | (942,972)                                    | (730,818)             | (673,384)            
|                                                      |                                              |                       |                      
|**Increase (decrease) in cash and cash equivalents**  | 3,119,572                                    | (911,619)             | 337,721              
|                                                      |                                              |                       |                      
|**Cash and cash equivalents - end of year**           | 3,541,853                                    | 422,281               | 1,333,900            
|                                                      |                                              |                       |                      
|                                                      |                                              |                       |                      
|                                                      | **2006
	          $**                        | **2005
	          $** | **2004
	          $**
|Income taxes paid                                     | -                                            | -                     | -                    
|                                                      |                                              |                       |                      
|Interest paid                                         | -                                            | 11,194                | 4,367                
|                                                      |                                              |                       |                      
|                                                      |                                              |                       |                      

Supplementary cash flow information
During the years ended December 31, 2006, 2005 and 2004, the Company conducted non-cash investing
and financing activities as follows:

|                           | **2006
          $** | **2005
          $** | **2004
          $**
|-------------------------- | -------------------- | -------------------- | --------------------
|Shares issuance costs      | 36,336               | -                    | -                   
|Shares issued for property | -                    | -                    | 40,000              
|                           |                      |                      |                     
|                           | 36,336               | -                    | 40,000              
|                           |                      |                      |                     

|page 61
|-------



|                                                 | Common Shares    |                          |                                 |                    
|------------------------------------------------ | ---------------- | ------------------------ | ------------------------------- | -------------------
|                                                 | Number of Shares | At Par Value
          $ | Contributed Surplus
          $ | Deficit
          $
|                                                 |                  |                          |                                 |                    
|**Balance - December 31, 2003**                  | 40,228,660       | 15,207,570               | 660,399                         | (11,458,173)       
|                                                 |                  |                          |                                 |                    
|Share capital units issued for cash              | 1,400,000        | 357,500                  |                                 |                    
|Share capital flow-through units issued for cash | 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 issued pursuant to property agreements    | 50,000           | 40,000                   |                                 |                    
|Issuance costs - cash                            |                  | (47,524)                 |                                 |                    
|Stock based compensation                         |                  |                          | 205,342                         |                    
|Tax benefit on flow-through units                |                  | (243,000)                |                                 |                    
|Net loss for the year                            |                  |                          |                                 | (792,079)          
|                                                 |                  |                          |                                 |                    
|**Balance - December 31, 2004**                  | 44,794,492       | 16,771,129               | 865,741                         | (12,250,252)       
|                                                 |                  |                          |                                 |                    
|Share capital units issued for cash              | 997,500          | 349,125                  |                                 |                    
|Stock based compensation                         |                  |                          | 111,500                         |                    
|Tax benefit on flow-through units                |                  | (177,000)                |                                 |                    
|Net loss for the year                            |                  |                          |                                 | (706,318)          
|                                                 |                  |                          |                                 |                    
|**Balance - December 31, 2005**                  | 45,791,992       | 16,943,254               | 977,241                         | (12,956,570)       
|                                                 |                  |                          |                                 |                    
|Stock based compensation                         |                  |                          | 282,100                         |                    
|Net loss for the year                            |                  |                          |                                 | (1,225,393)        
|                                                 |                  |                          |                                 |                    
|**Balance - December 31, 2006**                  | 61,297,164       | 22,165,309               | 1,273,941                       | (14,181,963)       
|                                                 |                  |                          |                                 |                    

|page 62
|-------

|**1** | **Nature of operations**
	  The Company is in the process of exploring its mineral properties and investigating other possible property acquisitions
	  and is considered to be an exploration company.  The recoverability of the amounts shown for mineral exploration
	  properties is dependent on the existence of economically recoverable reserves. In this event, the Company will need
	  to obtain necessary financing or option the property to complete development and attain future profitable production.
	  Although the Company has taken steps to verify title to mineral properties in which it has an interest,
	  according to the usual industry standards for the current stage of exploration of such properties, these
	  procedures do not guarantee the Company's title.  Such properties may be subject to prior mineral rights
	  applications with priority, prior unregistered agreements or transfers, or native land claims, and title
	  may be affected by undetected defects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**2** | **Summary of significant accounting policies**
	  The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements:
	  Accounting principles
	  The consolidated financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles ("GAAP")
	  as prescribed by The Canadian Institute of Chartered Accountants ("CICA").Basis of consolidation
	  The consolidated financial statements include the accounts of J-Pacific Gold Inc. and it's direct and indirect subsidiaries, Equinox
	  Resources (Calif.) Inc., Golden Trend Resources Inc., Auric Resources Inc. and No. 75 Corporate Ventures Inc.Variable interest entities
	  CICA issued Accounting Guideline 15, "Consolidation of Variable Interest Entities", to provide accounting guidance related
	  to variable interest entities ("VIE").   A VIE exists when the entity's equity investment is at risk.  When a VIE is
	  determined to exist the guidance requires the VIE to be consolidated by the primary beneficiary.  The Company has
	  determined that it does not have a primary beneficiary interest in VIEs.Use of estimates
	  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make
	  estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities
	  at the date of the consolidated financial statements and the reported amount of revenues and expenses for the years then ended.
	  Actual results may differ from these estimates.Foreign currency translation
	  The operations of the Company's foreign subsidiaries are translated into Canadian dollars using the temporal method 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 the
	  consolidated statement of loss and deficit.Financial instruments
	  The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued
	  liabilities.  Fair value approximates carrying value since the instruments are short term in nature and are receivable or payable on demand.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.Mine property, plant and equipment
	  Mine property, plant and equipment are recorded at cost.  The cost of the mine property includes acquisition and
	  betterment costs including directly attributable overhead costs incurred prior to the removal of the assets from
	  service.  Amortization and depletion of mine property, plant and equipment costs will be provided using the
	  unit-of-production method based on estimated proven and probable ore reserves.Mineral exploration costs
	  The Company capitalizes exploration expenditures directly related to specific mineral properties until such time as the extent
	  of mineralization has been determined and the mineral properties are either sold, developed or the Company's mineral rights
	  are allowed to lapse.  Capitalized costs are amortized over the useful life of the ore body following commencement of
	  commercial production or written off if the property is sold or abandoned.Acquisition costs include initial vendor payments, staking costs at the date of acquisition, subsequent property
	  staking, and lease and royalty payments required to maintain ownership title. Options and royalties are exercisable
	  entirely at the discretion of the optionee, and accordingly, the related amounts are recorded only upon payment or
	  receipt.  Option income receipts on subcontracted properties reduce capitalized exploration costs and amounts in
	  excess of capitalized costs are recorded as income.  General exploration costs including the Company's Zenda
	  property are expensed as incurred.Office facilities and equipment
	  Office facilities and equipment are recorded at cost.  Amortization is provided on the straight-line method over the estimated
	  useful lives of the equipment and office facilities at rates ranging from two to seven years.Long-lived assets
	  Long-lived assets include mine property, plant and equipment and mineral exploration properties.  Long-lived
	  assets are tested for impairment annually and whenever events or changes in circumstances indicate that the
	  carrying amounts may not be recoverable.  Carrying amounts are written off to the extent capitalized costs
	  exceed the expected undiscounted net cash flows from their use and eventual disposition proceeds. Management's
	  estimate of recoverable proven and probable reserves is subject to risks and uncertainties of change affecting
	  the recoverability of the Company's investment in mining and mineral properties.  Although management has made
	  its best estimate of these factors based on current conditions, it is possible that changes could occur in the
	  near term that could adversely affect management's estimate of the recoverability of mining and mineral properties
	  and capitalized costs and the need for asset impairment write-downs.An exploration property is considered impaired when the Company has abandoned exploration on the property
	  and the property no longer plays a significant strategic roll in developing a mineral resource. Uncertainty
	  regarding the interpretation and application of laws can also lead to the impairment of an exploration property.
	  In circumstances of regulatory uncertainty where the exploration property is not abandoned, the Company will
	  expense associated exploration costs.Asset retirement obligations
	  The Company follows the CICA accounting standard with respect to asset retirement obligations.  Under the standard,
	  legal obligations associated with the future retirement of tangible long-lived assets are recorded as liabilities.
	  The liabilities are recorded in the period management is able to establish a reasonable estimate of a fair value
	  of the retirement obligation.  The liabilities are calculated using the net present value of the estimated cash
	  flows required to settle the obligation and are subject to accretion over time for changes in the fair value of
	  the estimated obligation.  A corresponding amount is capitalized to the related asset.  Asset retirement costs
	  are charged to earnings in a manner consistent with the depletion and amortization of the underlying assets.
	  The liabilities are subject to accretion over time for changes in the fair value of the obligations.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.Share issuance costs
	  Costs directly identifiable with the raising of share capital financing are charged against share capital.
	  Indirect share issue costs, such as legal and printing, are charged to operations and deficit.  Direct share
	  issuance costs incurred in advance of share subscriptions are recorded as deferred financing costs.  If the
	  related share subscriptions are not completed the deferred costs are charged to operations.Stock based compensation
	  The Company's Option Plan provides for granting of stock options to directors, officers and employees.  The Company uses the fair
	  value method for valuing stock option grants.  Compensation costs attributable to share options granted are measured at fair value
	  at the grant date and are expensed over vesting periods with a corresponding increase to contributed surplus.  Upon exercise of the
	  stock options, consideration paid by the option holder together with the amount previously recognized in contributed surplus is
	  recorded as an increase to capital stock.Flow-through shares
	  Resource expenditure deductions for Canadian income tax purposes related to Canadian exploration and development
	  activities funded by flow-through share arrangements are renounced to investors in accordance with income tax
	  legislation.  The Company follows the accounting prescribed by the CICA Emerging Issues Committee (EIC) in
	  EIC-146 "Flow-through Shares".  On the date the expenditures are renounced, a future income tax liability and a
	  corresponding reduction in the share capital is recorded.  The future income tax liability is offset by available
	  future income tax assets and the Company records the future income tax benefit in the statement of operations as a
	  recovery of future income taxes otherwise payable.Income taxes
	  Income taxes are calculated using the liability method of accounting.  Temporary differences arising from the
	  difference between the tax basis of an asset or liability and its carrying amount on the balance sheet are used
	  to calculate future income tax liabilities or assets.  The future income tax liabilities or assets are measured
	  using tax rates and laws expected to apply in the periods that the temporary differences are expected to reverse.
	  Valuation allowances are provided where (net) future income tax assets are not more likely than not to be realized.Loss per share
	  Basic loss per share is calculated using the weighted average number of shares issued and outstanding during the year.  Diluted
	  loss per share is calculated using the treasury stock method.  No shares were added to the weighted average number of common shares
	  outstanding during the years ended December 31, 2006 and 2005 for the dilutive effect of employee stock options and warrants as
	  they were all anti-dilutive.Comparative figures
	  Certain of the prior years' comparative figures have been reclassified to conform to the current year's presentation.

|page 63
|-------



|3 | Mine property, plant and equipment |                      |                 
|- | ---------------------------------- | -------------------- | ----------------
|  |                                    | **2006
          $** | 2005
          $
|  | Mill                               | 1,901,880            | 1,901,880       
|  | Plant and mining equipment         | 206,197              | 197,798         
|  | Exploration costs                  | 854,373              | 113,031         
|  |                                    |                      |                 
|  |                                    | 2,962,450            | 2,212,709       
|  |                                    |                      |                 

| | The property consists of mineral claims, crown-granted mineral claims and mining leases. Total area of the
	  property is approximately 9,300 hectares. As of December 31, 2006, mine property, plant and equipment exploration costs include $35,000 paid as an
	  advance against drilling contracted to commence May, 2007.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4 | Mineral exploration properties                                                                      
|- | ----------------------------------------------------------------------------------------------------
|  | Costs incurred by the Company for acquisition and exploration of mineral properties are shown below:

| |                     |              |              |                                |                      | 2006     
| | ------------------- | ------------ | ------------ | ------------------------------ | -------------------- | ---------
| |                     |              |              |                                |                      |          
| |                     | Acquisition$ | Exploration$ | Costsreimbursedduring theyear$ | Option interestsold$ | Total$   
| |                     |              |              |                                |                      |          
| | Golden Trend (b)    | 152,890      | 150,665      | -                              | (273,905)            | 29,650   
| | Callaghan (e)       | 75,409       | 112,781      | -                              | -                    | 188,190  
| | Elizabeth (g)       | 145,995      | 1,587,087    | -                              | -                    | 1,733,082
| | Blackdome South (h) | -            | 178,099      | -                              | -                    | 178,099  
| | Truax (i)           | 15,877       | 9,517        | -                              | -                    | 25,394   
| | Montgolfier (j)     | 260,000      | 494,656      | (128,326)                      | -                    | 626,330  
| |                     |              |              |                                |                      |          
| |                     | 655,377      | 2,527,599    | (128,326)                      | (273,905)            | 2,780,745
| |                     |              |              |                                |                      |          

| |                     |              |              |                                   |                       | 2005     
| | ------------------- | ------------ | ------------ | --------------------------------- | --------------------- | ---------
| |                     |              |              |                                   |                       |          
| |                     | Acquisition$ | Exploration$ | Costs writtenoff during the year$ | Option interest sold$ | Total$   
| |                     |              |              |                                   |                       |          
| | Zenda (a)           | -            | -            | -                                 | -                     | -        
| | Golden Trend (b)    | 129,748      | 144,157      | -                                 | (273,905)             | -        
| | HC (c)              | 58,596       | 12,624       | -                                 | (71,220)              | -        
| | Callaghan (e)       | 46,542       | 96,650       | -                                 | -                     | 143,192  
| | RC (f)              | 83,304       | 60,983       | (144,287)                         | -                     | -        
| | Elizabeth (g)       | 130,995      | 1,526,227    | -                                 | -                     | 1,657,222
| | Blackdome South (h) | -            | 176,902      | -                                 | -                     | 176,902  
| | Truax (i)           | 15,877       | 9,517        | -                                 | -                     | 25,394   
| | Montgolfier (j)     | 120,000      | 308,263      | -                                 | -                     | 428,263  
| |                     |              |              |                                   |                       |          
| |                     | 585,062      | 2,335,323    | (144,287)                         | (345,125)             | 2,430,973
| |                     |              |              |                                   |                       |          





| | a) | Zenda                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | On December 29, 2006, the Company sold Zenda.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | b) | Golden Trend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | The Company, through its subsidiary, owns 100% of Golden Trend.  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% NSR may be purchased.  The Company must pay US$10,000 each year as an advance royalty
	  on the NSR.  To December 31, 2006, the Company had issued 100,000 shares against the property and
	  had paid $152,890 (2005 - $141,549) against the obligation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | c) | HC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | On May 23, 2002, the Company entered into a ten-year 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 lease was renewable for an additional ten-year term.
	  Following the cumulative expenditure of US$500,000, the Company had an option to purchase
	  100% of the property, subject to royalty payments, for US$20,000. The claims were subject
	  to a 3% NSR of which 2% NSR may be purchased.  The Company was required to pay amounts in
	  US dollars each year as an advance royalty on the NSR.  As of December 31, 2006, $67,413
	  (2005 - $67,413) of royalties had been paid and were to be applied against this the NSR
	  obligation if the property commenced production.  A complete schedule of royalty obligations
	  is shown in the HC Royalty Schedule table to the right.
	  In 2002, the Company staked an additional thirty unpatented mining claims, adjacent to
	  the original twenty.  In 2005, the Company staked an additional 90 unpatented mining claims
	  adjacent to the pre-existing claims.On February 21, 2006, the Company opted to not renew the HC lease agreement. As the
	  carrying value of this property was nil, there is no corresponding write-off.



| | Royalty Schedule |    |        |       
| | ---------------- | -- | ------ | ------
| | Year             |    | US $   | Shares
| |                  |    |        |       
| | 2002             | 1  | 8,470  | 20,000
| | 2003             | 2  | 10,000 | 30,000
| | 2004             | 3  | 15,000 | -     
| | 2005             | 4  | 20,000 | -     
| | 2006             | 5  | 30,000 | -     
| | 2007             | 6  | 30,000 | -     
| | 2008             | 7  | 30,000 | -     
| | 2009+            | 8+ | 30,000 | -     
| |                  |    |        |       



| | d) | Golden Trend and HC Option                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | On April 1, 2004, the Company entered into an option agreement with Jipangu Inc.,
	  a related party, for a 50% interest in the Golden Trend and HC Properties.  The Company
	  was to receive cash payments totalling US$700,000 and the Optionee was to assume the
	  royalty payments. Once the Optionee completed the exercise, a joint venture was to
	  be formed.
	  The agreement was terminated February 21, 2006, in conjunction with the Company opting
	  to not renew its lease agreements on the HC and RC properties.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | e) | Callaghan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



| | Royalty Schedule |    |       
| | ---------------- | -- | ------
| | Year             |    | US $  
| |                  |    |       
| | 2002             | 1  | 5,000 
| | 2003             | 2  | 5,000 
| | 2004             | 3  | 5,000 
| | 2005             | 4  | 20,000
| | 2006             | 5  | 25,000
| | 2007             | 6  | 25,000
| | 2008             | 7  | 25,000
| | 2009+            | 8+ | 25,000
| |                  |    |       



| | f) | RC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | On May 23, 2002, the Company entered into a ten-year 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 lease 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.  The claims are subject to a 3%
	  NSR of which 2% NSR may be purchased.  The Company was required to pay amounts in US dollars
	  each year as an advance royalty on the NSR. To February 21, 2006, 50,000 shares had been issued
	  and  $67,102 (2005 - $67,102) of royalties had been paid and was to be applied against the NSR
	  obligation if the property commenced production.
	  In 2002, the Company staked an additional forty-one unpatented mining claims, adjacent to
	  the original twenty.  In 2005, the Company staked an additional 30 claims adjacent to the previous
	  61 claims.On February 21, 2006, the Company opted to not renew the lease agreement and has written-off
	  all capitalized costs related to the RC property in the amount of $144,287.



| | Royalty Schedule |    |        |       
| | ---------------- | -- | ------ | ------
| | Year             |    | US $   | Shares
| |                  |    |        |       
| | 2002             | 1  | 8,470  | 20,000
| | 2003             | 2  | 10,000 | 30,000
| | 2004             | 3  | 15,000 | -     
| | 2005             | 4  | 20,000 | -     
| | 2006             | 5  | 30,000 | -     
| | 2007             | 6  | 30,000 | -     
| | 2008             | 7  | 30,000 | -     
| | 2009+            | 8+ | 30,000 | -     
| |                  |    |        |       



| | g) | Elizabeth                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | On May 23, 2002, the Company entered into option to purchase agreements for 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 addition, to complete the exercise of both option agreements, the Company
	  must complete a feasibility study prepared by an independent mining engineer. In October
	  2002, the Company staked an additional 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 Blackdome Gold Mine.
	  Crown Grants
	  To December 31, 2006, $45,000 (2005 - $35,000) of option payments were paid and 100,000
	  shares have been issued. The Company has exceeded all work commitments to date.  The
	  claims are subject to a 4% NSR of which 2% NSR may be purchased.In 2004, the Company added claim blocks to its Elizabeth land package.



| |       | Option Agreement Schedule |        |        |             
| | ----- | ------------------------- | ------ | ------ | ------------
| | Year  |                           | CDN $  | Shares | Expenditures
| |       |                           |        |        |             
| | 2002  | 1                         | 10,000 | 50,000 | -           
| | 2003  | 2                         | 5,000  | 50,000 | 200,000     
| | 2004  | 3                         | 10,000 | -      | 150,000     
| | 2005  | 4                         | 10,000 | -      | 150,000     
| | 2006  | 5                         | 10,000 | -      | -           
| | 2007  | 6                         | 10,000 | -      | -           
| | 2008  | 7                         | 10,000 | -      | -           
| | 2009+ | 8+                        | 10,000 | -      | -           
| |       |                           |        |        |             



| |  | Blue Claims
	  To December 31, 2006, $22,000 (2005 - $17,000) of option payments were paid and 50,000
	  shares have been issued, the costs are included in capitalized exploration costs. The
	  Company has exceeded all work commitments to date. The claims are subject to a 3% NSR
	  of which 2% NSR may be purchased.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |       | Option Agreement Schedule |       |        |             
| | ----- | ------------------------- | ----- | ------ | ------------
| | Year  |                           | CDN $ | Shares | Expenditures
| |       |                           |       |        |             
| | 2002  | 1                         | 2,000 | 20,000 | -           
| | 2003  | 2                         | 5,000 | 30,000 | 50,000      
| | 2004  | 3                         | 5,000 | -      | 150,000     
| | 2005  | 4                         | 5,000 | -      | 150,000     
| | 2006  | 5                         | 5,000 | -      | 150,000     
| | 2007  | 6                         | 5,000 | -      | -           
| | 2008  | 7                         | 5,000 | -      | -           
| | 2009+ | 8+                        | 5,000 | -      | -           
| |       |                           |       |        |             



| | h) | Blackdome South                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | During 2002, the Company staked mineral claim units contiguous to the
	  south of the Blackdome Gold Mine project in the Clinton mining division of
	  British Columbia.  These claims have been named the "Blackdome South"
	  project and are held 100% by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | i) | Truax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | In 2002, the Company staked mineral claim units contiguous to the historic Bridge
	  River Mining Camp in the Lillooet mining division of British Columbia.  These claims
	  are 100 % held by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | j) | Montgolfier                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | On February 12, 2004, the Company entered into an option to purchase 100% of staked
	  claims and map-designated cells in Montgolfier and Orvilliers Townships, Quebec. The claims
	  are subject to a 2% NSR of which 1.5% may be purchased. To December 31, 2006, cash payments
	  of $220,000 (2005 - $80,000) have been made, and 50,000 shares have been issued.  The
	  Company paid the $100,000 due in 2007 to secure the property and take advantage of
	  consolidation opportunities between these claims and other claims in the area staked
	  by the Company.
	  During 2004, the Company staked additional unpatented mining claims, adjacent to the
	  original mining claims.  During 2005, the Company staked additional map designated cells.
	  The property now comprises approximately 6,900 hectares.As of December 31, 2006, capitalized mineral exploration costs for Montgolfier includes
	  an advance of $100,000 against drilling scheduled for January 2007 and $50,000 for mobile
	  camp services to accommodate the drill program.



| | Option Agreement Schedule |   |         |       
| | ------------------------- | - | ------- | ------
| | Year                      |   | CDN $   | Shares
| |                           |   |         |       
| | 2004                      | 1 | 40,000  | 50,000
| | 2005                      | 2 | 40,000  | -     
| | 2006                      | 3 | 40,000  | -     
| | 2007                      | 4 | 100,000 | -     
| |                           |   |         |       



|page 64
|-------



|5 | Other assets                                                                                                                                                                                                 
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | Other assets include a letter of credit for a partial indemnification of site
	  restoration costs of $100,000 (2005 - $100,000) and reclamation deposits paid by
	  the Company of $57,100 (2005 - $47,203).



|6 | Office facilities and equipment
|- | -------------------------------

| |                        |                     |         |                           | 2006  
| | ---------------------- | ------------------- | ------- | ------------------------- | ------
| |                        |                     |         |                           |       
| |                        | Amortization period | Cost$   | Accumulated amortization$ | Net$  
| |                        |                     |         |                           |       
| | Computer hardware      | 3 years             | 72,591  | (54,295)                  | 18,296
| | Software               | 3 years             | 24,824  | (3,754)                   | 21,070
| | Office equipment       | 7 years             | 26,433  | (24,520)                  | 1,913 
| | Leasehold improvements | 7 years             | 16,350  | (15,727)                  | 623   
| |                        |                     |         |                           |       
| |                        |                     | 140,198 | (98,296)                  | 41,902
| |                        |                     |         |                           |       



| |                        |                     |         |                           | 2005 
| | ---------------------- | ------------------- | ------- | ------------------------- | -----
| |                        |                     |         |                           |      
| |                        | Amortization period | Cost$   | Accumulated amortization$ | Net$ 
| |                        |                     |         |                           |      
| | Computer hardware      | 3 years             | 51,848  | (48,958)                  | 2,890
| | Office equipment       | 7 years             | 26,433  | (23,294)                  | 3,139
| | Leasehold improvements | 7 years             | 16,350  | (15,104)                  | 1,246
| | Vehicle                | 2 years             | 7,116   | (7,116)                   | -    
| |                        |                     |         |                           |      
| |                        |                     | 101,747 | (94,472)                  | 7,275
| |                        |                     |         |                           |      



|7 | Asset retirement obligation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | Asset retirement obligations relate to the abandonment of mine plant and equipment
	  and land reclamation and remediation costs on mineral exploration properties.  The
	  Company has recognized a liability related to the mine property, plant and equipment
	  and has determined that no significant asset retirement liabilities exist in connection
	  with the exploration activities on its other mineral exploration properties.
	  The Company has estimated the net present value of the asset retirement obligation
	  related to the mine property, plant and equipment to be $100,373 as at December 31, 2006
	  based on a total future liability of $200,000. These payments are expected to be made
	  in the event of the abandonment of long-lived assets. Since no abandonment plans are
	  being considered and the mine plant and equipment is at a developmental and feasibility
	  stage the Company has assumed the payments will be made in 2014. The Company used a
	  credit adjusted risk free rate of nine percent to calculate the net present value of
	  the asset retirement obligation.



| |                        | 2006$   | 2005$ 
| | ---------------------- | ------- | ------
| | Balance at January 1   | 92,085  | 84,482
| | Accretion expense      | 8,288   | 7,603 
| |                        |         |       
| | Balance at December 31 | 100,373 | 92,085
| |                        |         |       



|9 | Capital stock                                        
|- | -----------------------------------------------------
|  | Authorized: unlimted common shares without par value.
|  |                                                      
|  | Issued:                                              
|  | a)                                                   
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  | b)                                                   
|  |                                                      
|  |                                                      
|  |                                                      
|  | c)                                                   
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      
|  |                                                      

|page 65
|-------

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**9** | **Stock options and warrants outstanding**
		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 directors determine
		the vesting period. Amounts recorded for stock based compensation on options vested
		are as follows:



| |                         | **2006
          $** | 2005
          $ | 2004
          $
| | ----------------------- | -------------------- | ---------------- | ----------------
| | Consulting              | 4,500                | 20,700           | 114,529         
| | Employees and directors | 277,600              | 90,800           | 90,813          
| |                         |                      |                  |                 
| |                         | 282,100              | 111,500          | 205,342         
| |                         |                      |                  |                 



| | 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:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|



| |                         | **2006**  | 2005      | 2004     
| | ----------------------- | --------- | --------- | ---------
| |                         |           |           |          
| | Risk free interest rate | 2.5%      | 2%        | 2%       
| | Expected life           | 9.5 years | 3.4 years | 3.5 years
| | Expected volatility     | 114%      | 89%       | 121%     
| | Expected dividend yield | -         | -         | -        



| | The weighted average of fair value of options granted or vested during the year
	was $0.28 (2005 - $0.19; 2004 - $0.32).
	The following table summarizes information about the options at December 31, 2006, 2005 and 2004
	and the changes for the years then ended:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|



| |                       |                 |                                        |                 |                                    |                 |                                   
| | --------------------- | --------------- | -------------------------------------- | --------------- | ---------------------------------- | --------------- | ----------------------------------
| |                       | Number ofshares | **2006Weighted averageexerciseprice$** | Number ofshares | 2005Weighted averageexerciseprice$ | Number ofshares | 2004Weighted averageexerciseprice$
| |                       |                 |                                        |                 |                                    |                 |                                   
| | Options outstanding - |                 |                                        |                 |                                    |                 |                                   
| | Beginning of year     | 3,925,000       | 0.46                                   | 4,225,000       | 0.48                               | 3,475,000       | 0.41                              
| | Granted               | 2,250,000       | 0.37                                   | -               | -                                  | 1,150,000       | 0.66                              
| | Exercised             | (1,550,000)     | 0.22                                   | -               | -                                  | (175,000)       | 0.20                              
| | Expired               | (725,000)       | 0.56                                   | (300,000)       | 0.67                               | (225,000)       | 0.59                              
| |                       |                 |                                        |                 |                                    |                 |                                   
| | Options outstanding - |                 |                                        |                 |                                    |                 |                                   
| | End of year           | 3,900,000       | 0.49                                   | 3,925,000       | 0.46                               | 4,225,000       | 0.48                              
| |                       |                 |                                        |                 |                                    |                 |                                   



| | The following table summarizes information about stock options outstanding and
	  exercisable at December 31, 2006:
| | -------------------------------------------------------------------------------------------------------------------



|**Exercise
          price
          $** | **Options
          outstanding** | **Options
          exercisable** | **Weighted average
          remaining contracted life (years)** | **Weighted average
          exercise price$**
|---------------------------------------- | --------------------------------- | --------------------------------- | ---------------------------------------------------------------- | ----------------------------------------------
|0.30                                     | 1,350,000                         | 568,750                           | 9.00                                                             | 0.30                                          
|0.40                                     | 950,000                           | 493,750                           | 8.42                                                             | 0.40                                          
|0.60                                     | 450,000                           | 450,000                           | 2.76                                                             | 0.60                                          
|0.68                                     | 150,000                           | 150,000                           | 0.21                                                             | 0.68                                          
|0.70                                     | 800,000                           | 662,500                           | 3.21                                                             | 0.70                                          
|1.00                                     | 200,000                           | 200,000                           | 2.44                                                             | 1.00                                          
|                                         |                                   |                                   |                                                                  |                                               
|                                         | 3,900,000                         | 2,525,000                         | 6.28                                                             | 0.49                                          
|                                         |                                   |                                   |                                                                  |                                               

|page 66
|-------

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

| |                                 | **Number ofwarrants** | **2006Weighted
          average
          exercise
          price
          $** | Number ofwarrants | 2005Weighted
          average
          exercise
          price
          $ | Number ofwarrants | 2004Weighted
          average
          exercise
          price
          $
| | ------------------------------- | --------------------- | --------------------------------------------------------------------------------- | ----------------- | ----------------------------------------------------------------------------- | ----------------- | -----------------------------------------------------------------------------
| |                                 |                       |                                                                                   |                   |                                                                               |                   |                                                                              
| | Warrants outstanding -          | 3,858,300             | 0.64                                                                              | 8,046,332         | 0.63                                                                          | 8,145,831         | 0.54                                                                         
| | Beginning of year               |                       |                                                                                   |                   |                                                                               |                   |                                                                              
| | Issued in connection with stock | 14,151,372            | 0.55                                                                              | 1,083,300         | 0.55                                                                          | 2,178,000         | 0.77                                                                         
| | Exercised for common shares     | -                     | -                                                                                 | -                 | -                                                                             | (1,610,832)       | 0.39                                                                         
| | Expired                         | (2,775,000)           | 0.68                                                                              | (5,271,332)       | 0.62                                                                          | (666,667)         | 0.50                                                                         
| |                                 |                       |                                                                                   |                   |                                                                               |                   |                                                                              
| | Warrants outstanding -          |                       |                                                                                   |                   |                                                                               |                   |                                                                              
| | End of year                     | 15,234,672            | 0.55                                                                              | 3,858,300         | 0.64                                                                          | 8,046,332         | 0.63                                                                         
| |                                 |                       |                                                                                   |                   |                                                                               |                   |                                                                              



| | J-Pacific warrants are exercisable ONLY for common stock.
	The following table summarizes information about warrants outstanding and exercisable at
	December 31, 2006:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | **Exercise
          price
          $** | **Warrants
          outstanding** | **Weighted average
          remaining 
          contracted life 
          (years)** | **Weighted
          average
          exercise price
          $**
| | ---------------------------------------- | ---------------------------------- | -------------------------------------------------------------------------------------- | -------------------------------------------------------------------
| | 0.55                                     | 15,234,672                         | 1.95                                                                                   | 0.55                                                               
| |                                          |                                    |                                                                                        |                                                                    
| |                                          | 15,234,672                         | 1.95                                                                                   | 0.55                                                               
| |                                          |                                    |                                                                                        |                                                                    



| | All other terms of the warrants remain unchanged.
| | -------------------------------------------------



|page 67
|-------



|10 | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Effective September 1, 2005, the Company entered into an amended lease agreement for
	office space for a two year period expiring August 31, 2007.  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 indicated in the table to the
	right.
	The Company is committed to spending flow-through share proceeds in the amount of
	$1,350,000 by March 31, 2009, and to renouncing $1,350,000 of eligible Canadian Exploration
	Expenditures to the flow-through shareholders by March 31, 2007.



| |      | Office$ | Vehicles$
| | ---- | ------- | ---------
| |      |         |          
| | 2007 | 25,918  | 21,466   
| | 2008 | -       | 21,466   
| | 2009 | -       | 19,639   
| | 2010 | -       | 3,501    
| | 2011 | -       | -        



|11 | Related party transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Jipangu Inc. owned 25% of the shares of the Company at December 31, 2006 (2005 - 33%;
	2004 - 33%) and has two representatives on the Company's board of directors. The Company
	incurred $35,304 (2005 - $917,458; 2004 - $559,760) of exploration expenditures during the
	year, which was reimbursed by Jipangu Inc.  The Company received $3,322 (2005 - $91,746;
	2004 - 55,191) of management fee income for operating the HC and Golden Trend exploration
	properties and received a $234,480 ($150,000 US) option payment from Jipangu Inc.
	On August 6, 2006, 1,250,000 options were exercised by officers and directors of the
	Company for proceeds of $262,000.  On December 5, 2006, 150,000 options were exercised by
	a former Director for proceeds of $45,000.



|12 | Income taxes                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------
|   | A reconciliation of the expected income tax expense (benefit) to the actual income tax expense (benefit) is as follows:



| |                                                    |             |             |            
| | -------------------------------------------------- | ----------- | ----------- | -----------
| |                                                    | **2006$**   | 2005$       | 2004$      
| | Statutory rates                                    | 34%         | 35%         | 36%        
| |                                                    |             |             |            
| | Income tax recovery at statutory rate              | (417,000)   | (308,000)   | (369,000)  
| | Loss of foreign subsidiaries taxed at lower rate   | 7,000       | 55,000      | 8,000      
| | Stock based compensation                           | 96,000      | 39,000      | 73,000     
| | Items not deducted for income tax purposes         | 4,000       | 3,000       | 13,000     
| | Effect of change in tax rate                       | 61,000      | 80,000      | 213,000    
| | Unrecognized (recognized) future income tax assets | 249,000     | (46,000)    | (181,000)  
| |                                                    |             |             |            
| | Future income tax recovery                         | -           | (177,000)   | (243000)   
| |                                                    |             |             |            
| |                                                    |             |             |            
| | The  components of future income taxes are:       
| |                                                    | **2006$**   | 2005$       | 2004$      
| | Non-capital losses carryforwards                   | 2,571,000   | 2,561,000   | 2,622,000  
| | Resource deductions and capital assets             | 882,000     | 949,000     | 1,139,000  
| | Asset retirement obligation                        | 34,000      | 32,000      | 30,000     
| |                                                    |             |             |            
| |                                                    | 3,487,000   | 3,542,000   | 3,791,000  
| | Valuation allowance                                | (3,487,000) | (3,542,000) | (3,791,000)
| |                                                    |             |             |            
| | Net future tax assets                              | -           | -           | -          
| |                                                    |             |             |            



| | As of December 31, 2006, the Company has available tax losses of approximately $7,500,000
	that may be offset against future Canadian taxable income.  These losses expire as follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |          |          
| | -------- | ---------
| | **Year** | **$**    
| | 2007     | 2,958,000
| | 2008     | 608,000  
| | 2009     | 542,000  
| | 2010     | 665,000  
| | 2011     | 595,000  
| | 2014     | 760,000  
| | 2015     | 578,000  
| | 2026     | 794,000  
| |          |          
| |          | 7,500,000
| |          |          



| | In addition, as of December 31, 2006, the Company has Canadian resource related
	expenditures totalling approximately $5,514,000 that can be carried forward indefinitely to
	offset future taxable income.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|page 68
|-------

|13 | Segmented financial information
|-- | -------------------------------

| | The Company operates in three segments: the care and maintenance of the Blackdome Mine in Canada,
	and the exploration and development of gold properties in both Canada and the USA.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                            | **Blackdome
          Mine
          $** | **Exploration 
          in Canada
          $** | **Exploration
          in USA
          $** | **Corporate
          Office
          $** | **Total
          $**
| | -------------------------- | ---------------------------------------- | ------------------------------------------------ | -------------------------------------------- | ------------------------------------------ | ---------------------
| |                            |                                          |                                                  |                                              |                                            |                      
| | **December 31, 2006**      |                                          |                                                  |                                              |                                            |                      
| | Loss for the year          | 332,395                                  | -                                                | 18,880                                       | 874,118                                    | 1,225,393            
| | Total Assets               | 3,181,791                                | 2,566,403                                        | 251,440                                      | 3,584,091                                  | 9,583,725            
| | Capital Assets             | 2,962,450                                | 2,562,905                                        | 217,840                                      | 41,902                                     | 5,785,097            
| | Capital Expenditures       | 537,723                                  | 275,125                                          | 74,648                                       | 45,566                                     | 933,062              
| | Amortization and accretion | 8,288                                    | -                                                | -                                            | 10,940                                     | 19,228               
| | Interest income            | 923                                      | -                                                | -                                            | 38,012                                     | 38,935               
| | Interest expense           | -                                        | -                                                | -                                            | -                                          | -                    
| |                            |                                          |                                                  |                                              |                                            |                      
| | **December 31, 2005**      |                                          |                                                  |                                              |                                            |                      
| | Loss for the year          | 163,294                                  | -                                                | 154,808                                      | 388,216                                    | 706,318              
| | Total Assets               | 2,339,708                                | 2,291,279                                        | 166,895                                      | 434,701                                    | 5,232,583            
| | Capital Assets             | 2,212,709                                | 2,287,780                                        | 143,193                                      | 7,275                                      | 4,650,957            
| | Capital Expenditures       | -                                        | 770,306                                          | 103,692                                      | 1,185                                      | 875,183              
| | Amortization and accretion | 10,217                                   | -                                                | -                                            | 6,335                                      | 16,552               
| | Interest income            | 316                                      | -                                                | -                                            | 10,652                                     | 10,968               
| | Interest expense           | 115                                      | -                                                | -                                            | 11,079                                     | 11,194               
| |                            |                                          |                                                  |                                              |                                            |                      
| | **December 31, 2004**      |                                          |                                                  |                                              |                                            |                      
| | Loss for the year          | 203,269                                  | 1,000                                            | -                                            | 587,810                                    | 792,079              
| | Total Assets               | 2,326,202                                | 1,540,975                                        | 352,621                                      | 1,370,694                                  | 5,590,492            
| | Capital Assets             | 2,215,323                                | 1,517,475                                        | 328,152                                      | 12,425                                     | 4,073,375            
| | Capital Expenditures       | -                                        | 835,131                                          | 52,764                                       | 2,781                                      | 890,676              
| | Amortization and accretion | 6,975                                    | -                                                | -                                            | 11,016                                     | 17,991               
| | Interest income            | -                                        | -                                                | -                                            | 21,442                                     | 21,442               
| | Interest expense           | 407                                      | -                                                | -                                            | 3,960                                      | 4,367                
| |                            |                                          |                                                  |                                              |                                            |                      



|14 | Material difference between Canadian and United States Generally Accepted Accounting Principles (GAAP)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in Canada
	("Canadian GAAP"), which differ in certain respects from those principles that the Company would have followed had the consolidated
	financial statements been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP").
	The major differences between Canadian and US GAAP are described below, and the effect of these differences on the consolidated
	financial statements are summarized as follows:



| | Consolidated Balance Sheets                                                                        |             |            
| | -------------------------------------------------------------------------------------------------- | ----------- | -----------
| |                                                                                                    | 2006$       | 2005$      
| | Mineral property, plant and equipment - Canadian GAAP                                              | 2,962,450   | 2,212,709  
| | Cumulative expenditure mine property, plant and equipment - mineral exploration expensed - US GAAP | (749,741)   | -          
| |                                                                                                    |             |            
| | Mineral property, plant and equipment - US GAAP                                                    | 2,212,709   | 2,212,709  
| |                                                                                                    |             |            
| |                                                                                                    |             |            
| | Mineral exploration properties - Canadian GAAP                                                     | 2,780,745   | 2,430,973  
| | Cumulative expenditure net of option income - mineral exploration properties expensed - US GAAP    | (2,360,661) | (2,150,889)
| |                                                                                                    |             |            
| | Mineral exploration properties - US GAAP                                                           | 420,084     | 280,084    
| |                                                                                                    |             |            



| | Consolidated Statements of Operations                                                     |             |             |            
| | ----------------------------------------------------------------------------------------- | ----------- | ----------- | -----------
| |                                                                                           | 2006$       | 2005$       | 2004$      
| | Net loss for the year - Canadian GAAP                                                     | (1,225,393) | (706,318)   | (792,079)  
| | Mineral exploration costs capitalized in the year and not expensed                        | (959,514)   | (795,048)   | (781,515)  
| | Mineral property option revenue capitalized and not recognized as income                  | -           | 144,365     | 200,761    
| | Mineral exploration costs written off in the current year and not expensed in prior years | -           | 71,905      | -          
| | Unrealized foreign currency translation loss                                              | 11          | 1,704       | 12,636     
| |                                                                                           |             |             |            
| | Net loss for the year - US GAAP                                                           | (2,184,896) | (1,283,392) | (1,360,197)
| | Other comprehensive (loss)                                                                | (11)        | (1,704)     | (12,636)   
| |                                                                                           |             |             |            
| | Comprehensive loss for the year - US GAAP                                                 | (2,184,907) | (1,285,096) | (1,372,883)
| |                                                                                           |             |             |            
| |                                                                                           |             |             |            
| | Basic and diluted loss per common share - US GAAP                                         | (0.04)      | (0.03)      | (0.03)     
| |                                                                                           |             |             |            
| | Weighted average number of common shares outstanding - US GAAP                            | 49,286,238  | 44,974,862  | 43,162,173 
| |                                                                                           |             |             |            
| |                                                                                           |             |             |            
| | Consolidated Statements of Cash Flows                                                     |             |             |            
| |                                                                                           | 2006$       | 2005$       | 2004$      
| | Cash flows from (used in) operating activities - Canadian GAAP                            | (1,174,112) | (529,926)   | (755,454)  
| | Mineral exploration costs capitalized in the year and not expensed                        | (959,514)   | (795,048)   | (781,515)  
| | Mineral property option income capitalized and not recognized as income                   | -           | 144,365     | 200,761    
| | Mineral exploration costs written off in the current year and not expensed in prior years | -           | 71,905      | -          
| |                                                                                           |             |             |            
| | Cash flows from (used in) operating activities - US GAAP                                  | (2,133,626) | (1,108,704) | (1,336,208)
| |                                                                                           |             |             |            
| |                                                                                           |             |             |            
| | Cash flows (used in) investing activities  - Canadian GAAP                                | (942,972)   | (730,818)   | (673,384)  
| | Mineral exploration costs capitalized in the year and not expensed                        | 747,496     | 795,048     | 781,515    
| | Mineral property option revenue capitalized and not recognized as income                  | -           | (144,365)   | (200,761)  
| | Mineral exploration costs written off in the current year and not expensed in prior years | -           | (71,905)    | -          
| |                                                                                           |             |             |            
| | Cash flows (used in) investing activities  - US GAAP                                      | (195,476)   | (152,040)   | (92,630)   
| |                                                                                           |             |             |            
| |                                                                                           |             |             |            
| | Consolidated Statements of Shareholders' Equity                                           |             |             |            
| |                                                                                           | 2006$       | 2005$       | 2004$      
| | Shareholders' equity - Canadian GAAP                                                      | 9,257,287   | 4,963,925   | 5,386,618  
| | Cumulative expenditure net of option income - mineral exploration properties (i)          | (2,360,661) | (2,150,889) | (1,572,111)
| | Cumulative expenditure mine property, plant and equipment - mineral exploration           | (749,741)   | -           | -          
| | Accumulated other comprehensive income (ii)                                               | 12,533      | 12,544      | 14,248     
| |                                                                                           |             |             |            
| | Shareholders' equity - US GAAP                                                            | 6,159,418   | 2,825,580   | 3,828,755  
| |                                                                                           |             |             |            



| | i)   | Mineral exploration properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | 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--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------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| |      | Under Canadian GAAP, companies have the option to capitalize mineral property acquisition costs and exploration
	expenditures directly related to specific mineral properties until such time as the extent of mineralization has been determined
	and the mineral properties are either sold, developed or mineral rights are allowed to lapse.  Under US GAAP, in accordance with
	Emerging Issues Task Force ("EITF") No. 04-02 - "Whether Mineral Rights are Tangible or Intangible Assets", companies capitalize
	mineral property acquisition costs and exploration expenditures are expensed until an independent feasibility study has
	determined that the property is capable of commercial production.   At the Company's current stage of exploration no economically
	recoverable reserves have been identified on its properties.  Accordingly, under US GAAP, mineral property exploration costs are
	expensed as they are incurred.
	Under Canadian GAAP, property acquisition costs include subsequent lease payments or royalty payments made beyond the initial
	date of acquisition. Under US GAAP, subsequent acquisition maintenance payments are expensed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ii)  | Other comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | Statement of Financial Accounting Standards No. 130 requires the reporting of comprehensive income in addition to net earnings.
	Comprehensive income includes net income plus other comprehensive income; specifically, all changes in equity of a company during
	a period arising from non-owner sources.  The Company's comprehensive income comprises unrealized foreign exchange income on the
	US currency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | iii) | Cumulative since inception disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | The Company is not required and has opted not to provide cumulative inception to date information as required for exploration
	stage companies reporting under US GAAP.  Statement of Financial Accounting Standards No. 7 - "Accounting and Reporting by
	Development Stage Enterprises" requires the disclosure of cumulative-to-date information for each line item on the statements
	f operations and cash flow plus annual summaries of each component of shareholders' equity since inception.  Under Canadian
	GAAP, Accounting Guideline "AcG 11 - Enterprises in the Development Stage", issued by the Canadian Institute of Chartered
	Accountants, does not require reporting of this information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | iv)  | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | a)	September 2006 - FASB issued Statement No. 157, "Fair Value Measures".  This Statement defines fair value, establishes a framework for measuring fair value in GAAP, expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. Statement No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of Statement No. 157 will change current practice. Statement No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  The Company is currently evaluating the impact of Statement No. 157 but does not expect that it will have a material impact on the financial statements.

	b)	September 2006 - Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements."  SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements.  SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors.  SAB No. 108 is effective for periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on the financial statements.c)	June 2006 - FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109."  This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with FASB No. 109, "Accounting for Income Taxes."  This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  This Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This Interpretation is effective for fiscal years beginning after December 15, 2006.  The Company does not expect that the implementation of Statement No. 158 will have any material impact on its financial position and results of operations.d)	In March 2006 - FASB issued Statement No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".  This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140.  The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities, with derivatives to qualify for hedge accounting treatment, and eliminates the characterization of declines in fair value as impairments or direct write-downs. Statement No. 156 is effec
 tive for an entity's first fiscal year beginning after September 15, 2006.  The adoption of this statement is not expected to have a significant effect on the Company's future reported financial position or results of operations.e)	In February 2006 - FASB issued Statement No. 155, "Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140."  This statement permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation.  It establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation.  In addition, Statement No. 155 clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement No. 133. It also clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives.  Statement No. 155 amends Statement No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument
 that pertains to a beneficial interest other than another derivative financial instrument.  This Statement is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006.  The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.f)	November 2005 - FASB issued Staff Position No. FSP (FASB Staff Position) FAS (Financial Accounting Standard) 115-1 - "The Meeting of Other-Than-Temporary Impairment and Its Application to Certain Investments".  FAS FSP 115-1 provides accounting guidance for identifying and recognizing other-than-temporary impairments of debt and equity securities, as well as cost method investments, in addition to disclosure requirements.  FAS FSP 115-1 is effective for reporting periods beginning after December 15, 2005, and earlier application is permitted.  The Company has determined that the adoption of FAS FSP 115-1 does not have an impact on its results of operations or financial position.g)	In June 2005, FASB issued SFAS 154, "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3 ("SFAS 154")".  SFAS 154 requires retrospective application to prior periods' financial statements of a change in accounting principle unless it is impracticable to do so.  SFAS 154 will be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.  The Company chose to adopt the provisions of SFAS 154 in implementing its change in accounting for exploration expenditures to facilitate inter period comparability.h)	May 2005 - FASB issued Statement No. 154, "Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and FAS No. 3 ".  FAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principles.  It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions.  FAS 154 requires retrospective application to prior periods' financial statements of changes in an accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change.  The provisions of FAS 154 are effective for accounting changes and correction of errors made in fiscal years beginning after June 1, 2006.  The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position
 .i)	March 2005 - FASB issued Interpretation No. ("FIN") 47 - "Accounting for Conditional Asset Retirement Obligations".  FIN 47 clarifies that an entity must record a liability for a conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated.  This interpretation also clarifies the circumstances under which an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation.  This Interpretation is effective no later than the end of fiscal years ending after December 15, 2005.  The Company does not expect this guidance to have a material impact on its financial statements.j)	In March 2005, EITF issued 04-6, "Accounting for Stripping Costs in the Mining Industry, stating that post-production stripping costs are a component of mineral inventory costs subject to the provisions of the American Institute of Certified Public Accountants Accounting Research Bulletin No.43, "Restatement and Revision of Accounting Research Bulletins, Chapter 4, "Inventory Pricing", ("ARB No.43"). Based upon this statement, postproduction-stripping costs are considered as costs of the extracted minerals under a full absorption costing system, and are recognized as a component of inventory to be recognized in costs of mineral sales in the same period as the revenue from the sale of the inventory. In addition, capitalization of such costs would be appropriate only to the extent inventory exists at the end of a reporting period. The provisions will be effective for financial statements issued for the first reporting period in fiscal years beginning after December 15, 2
 005, with early adoption permitted.  The Company has determined that the adoption of this accounting pronouncement does not have an impact on its results of operations or financial position since the Company is still in the exploration stage and has not yet realized any revenues from mining operations.k)	December 2004 - FASB issued Statement No. 123 (revised 2004) ("FAS 123(R)"), "Share-Based Payment".  This Statement requires that the cost resulting from all share-based transactions be recorded in the financial statements.  FAS 123(R) 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.  FAS 123(R) also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.  FAS 123(R) replaces FASB Statement No. 123 "Accounting for Stock-Based Compensation" and supersedes APB (Accounting Principles Board) Opinion No. 25 "Accounting for Stock Issued to Employees".  The provisions of FAS 123(R) will be effective for the Company beginning with its fiscal year ending 2007.  The Company has det
 ermined that the adoption of FAS 123(R) does not have an impact on its results of operations or financial position.l)	In December 2004, the Financial Accounting Standards Board ("FASB", formerly Accounting Principles Board "APB") issued Statement of Financial Accounting Standards No. 153 ("SFAS 153"), "Exchanges of Non-Monetary Assets - An Amendment of APB Opinion No. 29".  The guidance in APB No. 29, "Accounting for Non-Monetary Transactions" is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that opinion, however, included certain exceptions to that principle.  SFAS 153 amends APB No. 29 to eliminate the exception for exchanges of similar productive assets, and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance.  A non-monetary exchange has commercial substance if future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS 153 will be effective for fiscal periods beginning after June
  15, 2005.m)	November 2004 - FASB issued Statement No. 151 (FAS 151), "Inventory Costs". The adoption of FAS 151 does not have an impact on the Company's results of operations or financial position.n)	March 2004 - EITF issued EITF 04-3, "Mining Assets' Impairment and Business Combinations" which concluded that entities should generally include values in mining properties beyond proven and probable reserves and the effects of anticipated fluctuations in the future market price of minerals in determining the fair value of mining assets.  The Company is in the exploration stage and has not yet established proven or probable reserves.  The adoption of FAS 151 does not have an impact on the Company's results of operations or financial position.



|15 | Subsequent events
|-- | -----------------

| | On January 4, 2007, the Company issued 1,650,000 stock options to management and board
	members. Each option entitles the holder to purchase one share on or before January 4, 2017, at a price of $0.45.
	On January 17, 2007, the Company committed to a contract for a 10,000-metre core drilling program on
	the Montgolfier properties at a cost of over $1 million dollars.On February 28, 2007, 700,000 stock options issued to an officer of the Company were returned for cancellation.On February 21, 2007, the Company renounced $1,350,000 in flow-through expenses.On March 21, 2007, the Company issued 500,000 performance based stock options to an officer and employees.
	Of the total number of options issued, 350,000 options entitle the holder to purchase one common share on or
	before March 21, 2017, at a price of $0.45. The remaining 150,000 options entitle the holder to purchase
	once common share on or before March 21, 2017, at a price of $0.65.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | **Corporate Data**
      J-Pacific Gold Inc. is a public company trading on the TSX Venture Exchange (TSXV:JPN) and the OTC
	  Bulletin Board (OTCBB:JPNJF). The Company is involved in mineral exploration and mine development
	  in North America.
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| | **Head Office**                                                                                                                                                                                                                                      
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| | **Directors**                                                                                                                                                                                                                                        
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| | **Officers**                                                                                                                                                                                                                                         
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| | **Registrar and Transfer Agent**                                                                                                                                                                                                                     
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| | **Banker**                                                                                                                                                                                                                                           
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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/ Ralph Braun
(Signature)
Ralph Braun
Chief Financial Officer

Date:
June 27, 2007

|page 71
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I, Nicholas Timothy Ferris, certify that:

1.	I have reviewed this amended annual report of Form 20-F/A of J-Pacific Gold Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the company as of, and
for, the periods presented in the report;

4.	The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:



> a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
> designed under our supervision, to ensure that material information relating to the company, including its
> consolidated subsidiaries, is made known to us by others within those entities, particularly during the
> period in which this report is being prepared; 
> b.	Designed such internal control over financial reporting, or caused such internal control over financial
> reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
> financial reporting and the preparation of financial statements for external purposes in accordance with
> general accepted accounting principles;
> c.	Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this
> report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
> period covered by this report based on such evaluation; and
> d.	Disclosed in this report and change in the company's internal control over financial reporting that occurred
> during the period covered by the annual report that has materially affected, or is reasonably likely to
> materially affect, the company's internal control over financial reporting; and



> a.	All significant deficiencies and material weaknesses in the design or operation of internal control over
> financial reporting which are reasonable likely to adversely affect the company's ability to record, process,
> summarize and report financial information; and 
> b.	Any fraud, whether or not material, that involves management or other employees who have a significant
> role in the company's internal control over financial reporting.

/s/ Nicholas Timothy Ferris 
J-Pacific Gold Inc.



|page 72
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I, Ralph Braun, certify that:

1.	I have reviewed this amended annual report of Form 20-F/A of J-Pacific Gold Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the company as of, and
for, the periods presented in the report;

4.	The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:



> a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
> designed under our supervision, to ensure that material information relating to the company, including its
> consolidated subsidiaries, is made known to us by others within those entities, particularly during the
> period in which this report is being prepared; 
> b.	Designed such internal control over financial reporting, or caused such internal control over financial
> reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
> financial reporting and the preparation of financial statements for external purposes in accordance with
> general accepted accounting principles;
> c.	Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this
> report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
> period covered by this report based on such evaluation; and
> d.	Disclosed in this report and change in the company's internal control over financial reporting that occurred
> during the period covered by the annual report that has materially affected, or is reasonably likely to
> materially affect, the company's internal control over financial reporting; and



> a.	All significant deficiencies and material weaknesses in the design or operation of internal control over
> financial reporting which are reasonable likely to adversely affect the company's ability to record, process,
> summarize and report financial information; and 
> b.	Any fraud, whether or not material, that involves management or other employees who have a significant
> role in the company's internal control over financial reporting.

/s/ Ralph Braun 
J-Pacific Gold Inc.



|page 73
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In connection with this Amendment No. 2 to the Annual Report of J-Pacific Gold Inc. (the "Company") on Form 20-F/A
for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof
(the "Report").  I, Nicholas Ferris, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge and belief:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
  Act of 1934; and 
  (2) the information contained in the Report fairly presents, in all material respects, the financial
  condition and results of operations of the Company. 
  (3) this ammended report was filed to clarify wording and disclosure pursuant to a disclosure
  review conducted staff at the Securities and Exchange Commission, Division of Corporation Finance.

Date: Dec 21, 2007

/s/ Nicholas Ferris 
Chief Executive Officer
J-Pacific Gold Inc.



|page 74
|-------

In connection with this Amendment No. 2 to the Annual Report of J-Pacific Gold Inc. (the "Company") on Form 20-F/A
for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof
(the "Report").  I, Ralph Braun, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge and belief:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
  Act of 1934; and 
  (2) the information contained in the Report fairly presents, in all material respects, the financial
  condition and results of operations of the Company. 
  (3) this ammended report was filed to clarify wording and disclosure pursuant to a disclosure
  review conducted staff at the Securities and Exchange Commission, Division of Corporation Finance.

Date: Dec 21, 2007

/s/ Ralph Braun 
Chief Financial Officer
J-Pacific Gold Inc.



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