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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

[X]Quarterly Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended March 31, 2007

[    ]Transition Report under Section 13
or 15(d) of the Securities Exchange Act of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER000-33189

CANYON COPPER CORP.(Exact
name of small business issuer as specified in its charter)

|NEVADA                                                               | 88-0452792                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

Suite 408 - 1199 West Pender StreetVancouver,
BC, Canada V6E 2R1(Address of principal executive offices)

(604) 331-9326(Issuer's telephone number)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the issuer was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days: Yes [X]No [    ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act): Yes [    ] No
[X]

State the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date: As of May 17,
2007, the Registrant had 68,380,596 shares of common stock, par value of
$0.00001 per share, issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes
[    ] No [X]



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PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the nine months ended March 31, 2007 are
not necessarily indicative of the results that can be expected for the year
ending June 30, 2007.

As used in this Quarterly Report, the terms "we, "us, "our,
and Canyon mean Canyon Copper Corp. unless otherwise indicated. All dollar
amounts in this Quarterly Report are in U.S. dollars unless otherwise
stated.

2

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Canyon Copper Corp. 
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)

March 31, 2007

|                                        | Index
|--------------------------------------- | -----
|                                        |      
|Balance Sheets                          | F1  
|                                        |      
|Statements of Operations                | F2  
|                                        |      
|Statements of Cash Flows                | F3  
|                                        |      
|Notes to the Financial
      Statements | F4  

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Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Balance Sheets
  (Expressed in U.S. dollars)

|                                                                             |  | March 31,   |   |  | June 30,    |  
|---------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                             |  | 2007        |   |  | 2006        |  
|                                                                             |  | $           |   |  | $           |  
|                                                                             |  | (unaudited) |   |  |             |  
|ASSETS                                                                       |  |             |   |  |             |  
|Current Assets                                                               |  |             |   |  |             |  
|Cash                                                                         |  | 57,305      |   |  | 139,750     |  
|Amounts receivable                                                           |  | 3,000       |   |  | 3,000       |  
|Investment securities                                                        |  | 288,358     |   |  | 224,053     |  
|Prepaid expenses
      and deposits                                          |  | 5,450       |   |  | 26,362      |  
|Total Current Assets                                                         |  | 354,113     |   |  | 393,165     |  
|Property and Equipment
      (Note 3)                                        |  | 6,723       |   |  | 10,811      |  
|Total Assets                                                                 |  | 360,836     |   |  | 403,976     |  
|                                                                             |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                        |  |             |   |  |             |  
|Current Liabilities                                                          |  |             |   |  |             |  
|Accounts payable                                                             |  | 247,318     |   |  | 377,811     |  
|Accrued liabilities (Note 5)                                                 |  | 91,333      |   |  | 220,906     |  
|Due to related parties (Note 6)                                              |  | 150,579     |   |  | 9,092       |  
|Notes and loans payable (Note 7)                                             |  | 141,683     |   |  |            |  
|Convertible debt, less unaccreted discount
      of $5,848 and $nil          |  |             |   |  |             |  
|respectively (Note 8)                                                        |  | 779,151     |   |  | 284,999     |  
|Derivative liability (Note 8)                                                |  | 69,397      |   |  |            |  
|Total Current Liabilities                                                    |  | 1,479,461   |   |  | 892,808     |  
|Commitments and Contingencies (Notes 1 and
      12)                         |  |             |   |  |             |  
|Stockholders Deficit                                                        |  |             |   |  |             |  
|Preferred Stock                                                              |  |             |   |  |             |  
|Authorized: 100,000,000 shares, par value $0.00001;                          |  |             |   |  |             |  
|Issued and outstanding: 500,000
      shares                                 |  | 5           |   |  | 5           |  
|Common Stock                                                                 |  |             |   |  |             |  
|Authorized: 500,000,000 shares,
      par value $0.00001;                    |  |             |   |  |             |  
|Issued and outstanding: 68,380,596 and 65,705,596
      shares, respectively |  | 683         |   |  | 658         |  
|Additional Paid-in Capital                                                   |  | 14,076,118  |   |  | 13,193,195  |  
|Common Stock Subscribed (Note 9(b))                                          |  | 159,000     |   |  |            |  
|Accumulated Other Comprehensive Income                                       |  | 81,422      |   |  |            |  
|Deficit Accumulated
      During the Exploration Stage                       |  | (15,435,853 | ) |  | (13,682,690 | )
|Total Stockholders Deficit                                                  |  | (1,118,625  | ) |  | (488,832    | )
|Total Liabilities
      and Stockholders Deficit                            |  | 360,836     |   |  | 403,976     |  

The Accompanying Notes are an Integral Part of These Financial
  Statements
  F-1

---

Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Statements of Operations
  (Expressed in U.S. dollars)
  (unaudited)

|                                                 |  | Accumulated      |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|------------------------------------------------ |  | ---------------- | - |  | ------------------ | - |  | ----------------- | - |  | ---------- | - |  | ---------- | -
|                                                 |  | from January 21, |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|                                                 |  | 2000             |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|                                                 |  | (Date of         |   |  | For the            |   |  | For the           |  
|                                                 |  | Inception)       |   |  | Three Months Ended |   |  | Nine Months Ended |  
|                                                 |  | to March 31,     |   |  | March 31,          |   |  | March 31,         |  
|                                                 |  | 2007             |   |  | 2007               |   |  | 2006              |   |  | 2007       |   |  | 2006       |  
|                                                 |  | $                |   |  | $                  |   |  | $                 |   |  | $          |   |  | $          |  
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Revenue                                          |  |                 |   |  |                   |   |  |                  |   |  |           |   |  |           |  
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Expenses                                         |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Depreciation                                     |  | 9,628            |   |  | 1,363              |   |  | 1,018             |   |  | 4,088      |   |  | 2,388      |  
|Foreign exchange loss (gain)                     |  | (33,636          | ) |  | 1,416              |   |  | (14,499           | ) |  | (6,824     | ) |  | 10,082     |  
|General and administrative                       |  | 7,317,010        |   |  | 108,093            |   |  | 244,944           |   |  | 484,875    |   |  | 716,689    |  
|Impairment of mineral property costs             |  | 2,742,630        |   |  | 453,138            |   |  | 474,789           |   |  | 461,088    |   |  | 455,000    |  
|Mineral exploration costs                        |  | 4,068,888        |   |  | 7,172              |   |  | 408,000           |   |  | 471,221    |   |  | 1,335,602  |  
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Total Operating Expenses                         |  | 14,104,520       |   |  | 571,182            |   |  | 1,114,252         |   |  | 1,414,448  |   |  | 2,519,761  |  
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Operating Loss                                   |  | (14,104,520      | ) |  | (571,182           | ) |  | (1,114,252        | ) |  | (1,414,448 | ) |  | (2,519,761 | )
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Other Income (Expense)                           |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Gain on settlement of debt                       |  | (2,871           | ) |  |                   |   |  | 10,963            |   |  |           |   |  | 10,963     |  
|Interest expense                                 |  | (520,381         | ) |  | (69,985            | ) |  | (6,976            | ) |  | (297,043   | ) |  | (20,182    | )
|Impairment loss on investment
      securities   |  | (372,096         | ) |  |                   |   |  |                  |   |  | (17,117    | ) |  |           |  
|Loss on sale of investment securities            |  | (411,430         | ) |  |                   |   |  |                  |   |  |           |   |  | (88,332    | )
|Loss on change in fair
      value of conversion |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|feature                                          |  | (24,555          | ) |  | (34,959            | ) |  |                  |   |  | (24,555    | ) |  |           |  
|Unrealized loss on investment securities         |  |                 |   |  |                   |   |  | (1,825            | ) |  |           |   |  | (335,817   | )
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Total Other Income (Expense)                     |  | (1,331,333       | ) |  | (104,944           | ) |  | 2,162             |   |  | (338,715   | ) |  | (433,368   | )
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Net Loss                                         |  | (15,435,853      | ) |  | (676,126           | ) |  | (1,112,090        | ) |  | (1,753,163 | ) |  | (2,953,129 | )
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Other Comprehensive Income                       |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Unrealized gain (loss)
      on investment       |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|securities                                       |  | 81,422           |   |  | (8,541             | ) |  |                  |   |  | 81,422     |   |  |           |  
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Comprehensive Loss                               |  | (15,354,431      | ) |  | (684,667           | ) |  | (1,112,090        | ) |  | (1,671,741 | ) |  | (2,953,129 | )
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Net Loss Per Share
       Basic and Diluted     |  |                  |   |  | (0.01              | ) |  | (0.02             | ) |  | (0.03      | ) |  | (0.05      | )
|                                                 |  |                  |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Weighted Average Shares
      Outstanding        |  |                  |   |  | 67,364,000         |   |  | 61,450,000        |   |  | 66,334,000 |   |  | 59,355,000 |  

The Accompanying Notes are an Integral Part of These Financial
  Statements
  F-2

---

Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Statements of Cash Flows
  (Expressed in U.S. dollars)
  (unaudited)

|                                                                 |  | For the           |  
|---------------------------------------------------------------- |  | ----------------- | -
|                                                                 |  | Nine Months Ended |  
|                                                                 |  | March 31,         |  
|                                                                 |  | 2007              |  
|                                                                 |  | $                 |  
|Operating Activities                                             |  |                   |  
|Net loss                                                         |  | (1,753,163        | )
|                                                                 |  |                   |  
|Adjustments to reconcile net loss
      to net cash used in      |  |                   |  
|operating activities:                                            |  |                   |  
|Accretion
      of discounts on convertible debentures           |  | 213,994           |  
|Amortization of deferred
      financing costs                   |  | 27,475            |  
|Depreciation                                                     |  | 4,088             |  
|Foreign exchange translation
      loss                          |  |                  |  
|Impairment
      of mineral property costs                       |  | 417,950           |  
|Impairment loss on investment
      securities                   |  | 17,117            |  
|Loss on sale
      of investment securities                      |  |                  |  
|Loss on change in fair value
      of conversion feature         |  | 24,555            |  
|Stock-based
      compensation                                   |  |                  |  
|Unrealized loss on investment
      securities                   |  |                  |  
|                                                                 |  |                   |  
|Changes in operating assets and liabilities:                     |  |                   |  
|Amounts receivable                                               |  |                  |  
|Prepaid expenses and deposits                                    |  | 20,912            |  
|Accounts payable and accrued
      liabilities                   |  | (260,066          | )
|Due
      to related parties                                     |  | 41,487            |  
|                                                                 |  |                   |  
|Net Cash Used in Operating
      Activities                      |  | (1,245,651        | )
|                                                                 |  |                   |  
|Investing Activities                                             |  |                   |  
|Mineral property acquisition costs                               |  | (250,000          | )
|Proceeds from the sale of investment securities                  |  |                  |  
|Purchase of property and equipment                               |  |                  |  
|                                                                 |  |                   |  
|Net Cash Used in Investing Activities                            |  | (250,000          | )
|                                                                 |  |                   |  
|Financing Activities                                             |  |                   |  
|Advances from related parties                                    |  | 100,000           |  
|Proceeds from issuance of convertible
      debentures           |  | 500,000           |  
|Proceeds from notes and loans payable                            |  | 371,962           |  
|Repayment of notes payable                                       |  | (230,281          | )
|Financing costs                                                  |  | (27,475           | )
|Common stock subscribed                                          |  | 159,000           |  
|Proceeds from issuance of common stock                           |  | 540,000           |  
|Share issuance costs                                             |  |                  |  
|                                                                 |  |                   |  
|Net Cash Provided by Financing Activities                        |  | 1,413,206         |  
|                                                                 |  |                   |  
|Increase (Decrease) in Cash                                      |  | (82,445           | )
|                                                                 |  |                   |  
|Cash  Beginning of Period                                       |  | 139,750           |  
|                                                                 |  |                   |  
|Cash  End of Period                                             |  | 57,305            |  
|                                                                 |  |                   |  
|Non-cash Investing and Financing Activities:                     |  |                   |  
|                                                                 |  |                   |  
|Common stock subscribed to settle
      debt                     |  | 344,234           |  
|Common stock issued to settle debt                               |  |                  |  
|Common stock issued for mineral property acquisition
      costs |  | 167,950           |  
|                                                                 |  |                   |  
|Supplemental Disclosures:                                        |  |                   |  
|                                                                 |  |                   |  
|Interest paid                                                    |  | 22,471            |  
|Income
      taxes paid                                          |  |                  |  

The Accompanying Notes are an Integral Part of These Financial
  Statements
  F-3

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Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Canyon Copper Corp., (the Company),
        was incorporated in the State of Nevada, U.S.A. on January 21, 2000 under
        the name Aberdene Mines Limited. On August 7, 2006, the Company changed
        its name to Canyon Copper Corp. The Company is an Exploration Stage Company,
        as defined by Statement of Financial Accounting Standard (SFAS)
        No. 7 Accounting and Reporting by Development Stage Enterprises.
        The Companys principal business plan is to acquire, explore and
        develop mineral properties and ultimately seek earnings by exploiting
        mineral claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has been in the exploration stage
        since its formation in January 2000 and has not yet realized any revenues
        from its planned operations. It is primarily engaged in the acquisition,
        exploration and development of mineral properties. Upon location of a
        commercial mineable reserve, the Company will actively prepare the site
        for extraction and enter a development stage. At present, management devotes
        most of its activities to raise sufficient funds to further explore and
        develop its mineral properties. Planned principal activities have not
        yet begun. The ability of the Company to emerge from the exploration stage
        with respect to any planned principal business activity is dependent upon
        its successful efforts to raise additional equity financing and/or attain
        profitable mining operations. As at March 31, 2007, the Company has a
        working capital deficit of $1,118,625 and has accumulated losses of $15,435,853
        since inception. The Company also has significant mineral property acquisition
        and exploration commitments. There is no guarantee that the Company will
        be able to complete any of the above objectives. These factors raise substantial
        doubt regarding the Companys ability to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Managements plan for the next twelve
        months is to continue initial exploration activities on the New York Canyon
        Project in Nevada. The agreements pursuant to which the Company acquired
        its interests in the New York Canyon Project provide for a series of cash
        payments, the issue of certain shares over certain time periods, and the
        expenditure of certain minimum amounts on the exploration of the properties
        or contribute its share of ongoing expenditures. If the Company fails
        to make such payments or expenditures in a timely fashion it may lose
        its interest in those properties. As at March 31, 2007, the Company had
        cash of $57,305 on hand, and for the next twelve months, management anticipates
        that the minimum cash requirements to fund its proposed exploration program
        and continued operations will be $2,875,000. Accordingly, the Company
        does not have sufficient funds to meet planned expenditures over the next
        twelve months, and will need to seek additional debt or equity financing
        to meet its planned expenditures. There is no assurance that the Company
        will be able to raise sufficient cash to fund its future exploration programs
        and operational expenditures.                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-4

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Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | d)                                                            
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|   | e)                                                            
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|   | f)                                                            
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|   | g)                                                            
|   |                                                               
|   |                                                               

F-5

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Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | h)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | i)                                                            
|   |                                                               
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|   | j)                                                            
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|   | k)                                                            
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|   | l)                                                            
|   |                                                               
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|   |                                                               
|   | m)                                                            
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|   |                                                               

F-6

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Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | n)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | o)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-7

---

Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | (o)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|3. | Property and Equipment                                        

| |                    |  |        |  |  |              |  |  | March 31,    |  |  | June 30,     | 
| | ------------------ |  | ------ |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                    |  |        |  |  |              |  |  | 2007         |  |  | 2006         | 
| |                    |  |        |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                    |  | Cost   |  |  | Depreciation |  |  | Value        |  |  | Value        | 
| |                    |  | $      |  |  | $            |  |  | $            |  |  | $            | 
| |                    |  |        |  |  |              |  |  |              |  |  |              | 
| | Computer equipment |  | 6,229  |  |  | 5,642        |  |  | 587          |  |  | 2,145        | 
| | Office furniture   |  | 10,122 |  |  | 3,986        |  |  | 6,136        |  |  | 8,666        | 
| |                    |  |        |  |  |              |  |  |              |  |  |              | 
| |                    |  | 16,351 |  |  | 9,628        |  |  | 6,723        |  |  | 10,811       | 

F-8

---

Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|4. | Mineral Properties
|-- | ------------------
|   |                   
|   | a)                
|   |                   
|   | b)                

|5. | Accrued Liabilities
|-- | -------------------

| |                                      |  | March 31, |  |  | June 30, | 
| | ------------------------------------ |  | --------- |  |  | -------- | 
| |                                      |  | 2007      |  |  | 2006     | 
| |                                      |  | $         |  |  | $        | 
| |                                      |  |           |  |  |          | 
| | Interest accrued on debt             |  | 87,724    |  |  | 37,579   | 
| | Mineral exploration expenditures     |  |          |  |  | 181,277  | 
| | Professional fees and other accruals |  | 3,609     |  |  | 2,050    | 
| |                                      |  |           |  |  |          | 
| |                                      |  | 91,333    |  |  | 220,906  | 

|6. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        

F-9

---

Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|6. | Related Party Transactions (continued)
|-- | --------------------------------------
|   |                                       
|   | e)                                    
|   |                                       
|   | f)                                    
|   |                                       
|   | g)                                    
|   |                                       
|   | h)                                    
|   |                                       
|   | i)                                    
|   |                                       
|7. | Notes and Loans Payable               
|   |                                       
|   | a)                                    
|   |                                       
|   | b)                                    
|   |                                       
|   | c)                                    
|   |                                       
|8. | Convertible Debt                      
|   |                                       
|   | a)                                    

F-10

---

Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|8. | Convertible Debt (continued)
|-- | ----------------------------

On November 27, 2006, the convertible
  loans were amended to modify the conversion privileges and the maturity dates
  were extended to April 11, 2007. Subsequent to March 31, 2007, the maturity
  date of the APF loan was extended to October 11, 2007 and the maturity date
  of the Aton loan was extended to October 12, 2007. Refer to Note 11. The loans
  are convertible into shares of common stock at the lessor of $0.30 per share
  or the closing price of the Companys shares on the business day preceding
  the date that the Company receives a notice of conversion. In accordance with
  EITF 05-7 Accounting for Modifications to Conversion Options Embedded
  in Debt Instruments and Related Issuesand EITF 96-19 Debtors
  Accounting for a Modification or Exchange of Debt Instruments,the
  Company deemed the terms of the amendment to be substantially different and
  treated the original convertible loans extinguished and exchanged for new convertible
  promissory note. In accordance with SFAS No. 133, Accounting for Derivative
  Instruments and Hedging Activities, the Company determined that the
  conversion feature of the secured convertible loans met the criteria of an embedded
  derivative and therefore the conversion feature of the debt needed to be bifurcated
  and accounted for as a derivative.

The Company accreted interest expense
  of $148,077 up to November 27, 2006. On November 27, 2006, the Company recognized
  the difference of $44,842 between the fair value of the conversion feature before
  and after the amendment. Pursuant to EITF 00-19 the Company will adjust the
  carrying value of the conversion feature to its fair value at each reporting
  date. On March 31, 2007, the Company recognized a loss on the change in the
  fair value of the conversion feature of $24,555 and increased the derivative
  liability to $69,397. To March 31, 2007, the Company accreted interest expense
  of $65,917 increasing the carrying value of the convertible loans to $494,154.
  The Company will record further interest expense over the term of the convertible
  loans of $5,846 resulting from the fair value of the conversion feature at the
  date of issuance. The carrying value of the convertible loans will be accreted
  to the face value of $500,000 to maturity.

Outstanding amounts under the loans
  may be repaid, in whole or in part, at any time at the option of Company without
  penalty. For so long as the loans remain outstanding the Company has agreed
  not to mortgage, pledge or otherwise encumber its interest in its minerals claims
  in the State of Nevada without the consent of its lenders. Proceeds of the loans
  are to be used for working capital purposes to fund the Companys continued
  operations.

| | b) | In accordance with EITF 98-5 Accounting
        for Convertible Securities with Beneficial Conversion Features or Contingently
        Adjustable Conversion Ratios,the Company recognized the intrinsic
        value of the beneficial conversion option of $180,183 as additional paid-in
        capital and interest expense in fiscal 2005. The Company will record the
        fair value of the warrants upon conversion of the convertible debentures
        in accordance with EITF 00-27 Application of Issue No. 98-5 to
        Certain Convertible Instruments.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-11

---

Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|8. | Convertible Debt (continued)
|-- | ----------------------------
|   |                             
|   | iii)                        
|   |                             
|   | iv)                         
|   |                             
|   | v)                          
|   |                             
|9. | Common Stock                

| | a) | On March 7, 2007, the Company issued 500,000 shares
        of common stock at a fair value of $160,000 as a minimum advanced royalty
        payment pursuant to the terms of the mineral property agreement entered
        into on July 21, 2004. Refer to Note 4(b).                                                                                                               
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                        
| | b) | In January 2007, the Company accepted stock subscriptions
        for the issuance of 636,000 shares of common stock at $0.25 per share
        for proceeds of $159,000. As at March 31, 2007, the shares have not been
        issued.                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                        
| | c) | On January 12, 2007, the Company issued 1,000,000 units
        of the Company at a purchase price of $0.25 per unit for total proceeds
        of $250,000. Each unit consisted of one common share of the Company and
        one share purchase warrant. Each share purchase warrant may be exercised
        within one year of the date of issuance at a price of $0.30 per share.
| |    |                                                                                                                                                                                                                                                                                                                                                                                        
| | d) | On December 15, 2006, the Company issued 1,160,000 units
        at $0.25 per unit for total proceeds of $290,000. Each unit consisted
        of one common share and one share purchase warrant. Each share purchase
        warrant may be exercised within one year of the date of issuance at a
        price of $0.30 per share.                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                        
| | e) | On November 15, 2006, the Company accepted stock subscriptions
        for the issuance of 166,667 shares of common stock at $0.30 per share
        for proceeds of $50,000. The shares were issued during the quarter ended
        March 31, 2007.                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                        
| | f) | On August 17, 2006, the Company issued 15,000 shares
        of common stock at a fair value of $7,950 as a minimum advanced royalty
        payment pursuant to the terms of the mineral property agreement entered
        into on July 21, 2004. Refer to Note 4(b).                                                                                                                

F-12

---

Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|10. | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | On April 5, 2006, the Company established a 2006 Stock
        Incentive Plan (the 2006 Plan) to issue up to a maximum of
        10,000,000 shares of common stock. The maximum aggregate number of shares
        of common stock that may be optioned and sold under the 2006 Plan will
        be increased effective the first day of each of the Companys fiscal
        quarters commencing April 1, 2006, by an amount equal the lesser of (i)
        15% of the total increase in the number of shares of common stock outstanding
        during the previous fiscal quarter, or (ii) a lesser number of shares
        of common stock as determined by the board of directors. The exercise
        price for consultants cannot be less than 75% of the fair market value
        of the common stock on the grant date. The exercise price for all others
        can not be less than 100% of the fair market value of the common stock
        on the grant date for incentive stock options and can not be less than
        75% of the fair market value of the common stock on the grant date for
        non-qualified stock options. The Plan Administrator shall establish the
        option term or, if not so established, shall be ten years from the grant
        date. As at March 31, 2007, the Company had 1,450,000 stock options available
        for granting pursuant to the Plan.
      A summary of the Companys stock option activity is
        as follows:

| |                             |  |            |  |  | Weighted       |  |  |                 | 
| | --------------------------- |  | ---------- |  |  | -------------- |  |  | --------------- | 
| |                             |  |            |  |  | Average        |  |  | Aggregate       | 
| |                             |  | Number of  |  |  | Exercise Price |  |  | Intrinsic Value | 
| |                             |  | Options    |  |  | $              |  |  | $               | 
| |                             |  |            |  |  |                |  |  |                 | 
| | Outstanding, June 30, 2006  |  | 11,400,000 |  |  | 0.45           |  |  |                 | 
| |                             |  |            |  |  |                |  |  |                 | 
| | Granted                     |  | -          |  |  | -              |  |  |                 | 
| | Exercised                   |  | -          |  |  | -              |  |  |                 | 
| | Forfeited                   |  | -          |  |  | -              |  |  |                 | 
| |                             |  |            |  |  |                |  |  |                 | 
| | Outstanding, March 31, 2007 |  | 11,400,000 |  |  | 0.45           |  |  | -               | 
| |                             |  |            |  |  |                |  |  |                 | 
| | Exercisable, March 31, 2007 |  | 11,400,000 |  |  | 0.45           |  |  | -               | 

|    | As at March 31, 2007, the weighted average remaining
        contractual life of the outstanding options is 2.82 years.                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | As at March 31, 2007 and June 30, 2006, the Company
        had no unvested options outstanding.                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | During the nine month periods ended March 31, 2007 and
        2006, the Company recorded stock-based compensation of $nil and $45,109,
        respectively, as general and administrative expense.                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The fair value of the stock options granted during the
        nine months ended March 31, 2006 was estimated at the date of grant using
        the Black-Scholes option pricing model using the following weighted average
        assumptions: risk free interest rate of 4.11%, expected volatility of
        214%, an expected option life of 2.5 years and no expected dividends.
        The weighted average grant date fair value of stock options granted was
        $0.30 per option.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11. | Share Purchase Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The following table summarizes the continuity of the
        Companys share purchase warrants:                                                                                                                                                                                                                                                                                                                                                                                                   

| |                         |  |           |  |  | Weighted | 
| | ----------------------- |  | --------- |  |  | -------- | 
| |                         |  |           |  |  | average  | 
| |                         |  |           |  |  | exercise | 
| |                         |  | Number of |  |  | price    | 
| |                         |  | Warrants  |  |  | $        | 
| |                         |  |           |  |  |          | 
| | Balance, June 30, 2006  |  | 4,475,000 |  |  | 0.50     | 
| |                         |  |           |  |  |          | 
| | Issued                  |  | 2,160,000 |  |  | 0.30     | 
| |                         |  |           |  |  |          | 
| | Balance, March 31, 2007 |  | 6,635,000 |  |  | 0.43     | 

F-13

---

Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|11. | Share Purchase Warrants (continued)
|--- | -----------------------------------

As at March 31, 2007, the following share
  purchase warrants were outstanding:

Number of
      ExerciseWarrants
      Price
      Expiry Date4,475,000
      $ 0.50
      February 28, 20081,000,000
      $ 0.30
      December 31, 20071,160,000
      $ 0.30
      February 28, 20086,635,000


|12. | Commitments and Contingencies
|--- | -----------------------------
|    |                              
|    | a)                           
|    |                              
|    | b)                           
|    |                              
|    | c)                           
|    |                              
|13. | Subsequent Events            

| | a) | On April 11, 2007, the Company entered into an amendment
        to the APF loan referred to in Note 8(a) to extend the maturity date to
        October 11, 2007; and on April 12, 2007, the Company entered into an amendment
        to the Aton loan referred to in Note 8(a) to extend the maturity date
        to October 12, 2007.                                                                                                                                                                                                                                                                                                                                                                    
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | b) | On April 25, 2007, the Company entered into a convertible
        loan agreement with the Chief Executive Officer of the Company for the
        $100,000 loan that was received on March 14, 2007. Refer to Note 6(h).
        The loan bears interest at 15% per annum and matures on March 14, 2008.
        The loan is convertible at any time prior to March 14, 2008 at a rate
        of $0.30 per unit with each unit consisting of one share of common stock
        and one share purchase warrant. Each warrant entitles the lender to acquire
        an additional share of common stock at a price of $0.35 per share for
        a period of two years from the date of issuance of the units.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | c) | On April 25, 2007, the Company entered into a convertible
        loan agreement with the Chief Executive Officer of the Company for consideration
        of Cdn$50,000 received. The loan bears interest at 15% per annum and matures
        on April 25, 2008. The loan is convertible at any time prior to April
        25, 2008 at a rate of $0.30 per unit with each unit consisting of one
        share of common stock and one share purchase warrant. Each warrant entitles
        the lender to acquire an additional share of common stock at a price of
        $0.35 per share for a period of two years from the date of issuance of
        the units.                                     

F-14

---

Canyon Copper Corp.
  (formerly Aberdene Mines Limited)
  (An Exploration Stage Company)
  Notes to the Financial Statements
  (Expressed in U.S. dollars)
  (unaudited)

|13. | Subsequent Events (continued)
|--- | -----------------------------
|    |                              
|    | d)                           

F-15

---

|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
      OF OPERATION.
|------- | ----------------------------------------------------------------

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

Certain statements contained in this Form 10-QSB constitute
"forward-looking statements. These statements, identified by words such as
plan, "anticipate, "believe, "estimate, "should, "expect" and similar
expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under this Item 2. "Management's
Discussion and Analysis or Plan of Operation" and elsewhere in this Quarterly
Report on Form 10-QSB. We do not intend to update the forward-looking
information to reflect actual results or changes in the factors affecting such
forward-looking information. We advise you to carefully review the reports and
documents we file from time to time with the United States Securities and
Exchange Commission (the SEC), particularly our annual reports on Form 10-KSB,
our quarterly reports on Form 10-QSB and our current reports on Form 8-K.

INTRODUCTION

We were incorporated on January 21, 2000 under the laws of the
State of Nevada. We are an exploration stage company engaged in the acquisition,
exploration and development of mineral properties. Our primary operational
activities have been focused on analysis and exploratory drilling on claim
blocks comprising a total of approximately 1,332 mineral claims, representing
approximately 27,440 acres located in Mineral County, Nevada (the New York
Canyon Claims) and a second block of claims consisting of 18 patented mineral
claims covering an area of approximately 361 acres, located within the vicinity
of the New York Canyon Claims area (the Jaycor Claims).

We have not earned any revenues to date and do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that commercially viable mineral deposits exist
on our claims or that we will discover commercially exploitable levels of
mineral resources on our properties, or if such deposits are discovered, that we
will enter into further substantial exploration programs. The agreements
pursuant to which we acquired our interests in the New York Canyon Project
provide that we must make a series of share issuances over certain time periods.
If we fail to make such share issuances in a timely fashion, we may lose our
interest in those properties.

Recent Corporate Developments

Since our fiscal quarter ended December 31, 2006, we
experienced the following significant corporate developments:

|1. | On April 25, 2007 we entered into a loan agreement with
      Aton Select Fund Limited (ASF) pursuant to which we received a loan of
      $120,000 from ASF. The loan is evidenced by an unsecured convertible
      promissory note. The loan bears interest at a rate of 15% per annum and
      matures on March 20, 2008. Also on April 25, 2007 we entered into two loan
      agreements with Anthony Harvey, our Chief Executive Officer and a member
      of our board of directors, pursuant to which we received loans of
      US$100,000 and CDN$50,000. The loans are evidenced by an unsecured
      convertible promissory note. The loans bear interest at a rate of 15% per
      annum and mature on March 14, 2008 and April 25, 2008, respectively. Each
      of the above noted loans is convertible at the option of the lender at any
      time prior to maturity into units of Canyon at a price of $0.30 per unit,
      with each unit consisting of one share of our common stock and one share
      purchase warrant. Each warrant will entitle the lender to purchase an
      additional share of Canyons common
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

---

|   | stock at a price of $0.35 per share for a period of two
      years from the date of issuance of the units. Proceeds of the loans were
      used for working capital purposes to fund our continued
  operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | In April, 2007, we entered into amendments to our loan
      agreements with Aton Ventures Fund Ltd. (AVF) and Asset Protection Fund
      Ltd. (APF) (together the Lenders) pursuant to which the Lenders loaned
      $500,000 to us. Pursuant to the terms of the amendment agreements with the
      Lenders, AVF agreed to extend the maturity date of its loan to October 12,
      2007 and APF agreed to extend the maturity date of its loan to October 11,
      2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | On March 29, 2007, we entered into an engagement letter
      and sponsorship agreement with Union Securities Ltd. (Union) pursuant to
      which Union agreed to act as our sponsor in connection with a proposed
      listing of our common stock on a Canadian stock exchange and to act as our
      agent for a proposed equity offering of a minimum of $6,000,000 and up to
      $12,000,000 in units to non-US residents pursuant to Regulation S. Each
      unit is expected to consist of one common share and one share purchase
      warrant to purchase an additional common share at a price to be determined
      for a period of 18 months from the closing of the offering. We have agreed
      to pay Union a sponsorship fee of $25,000 (which fee has been paid), a
      cash commission equal to 8% of the proceeds received from units sold and
      options to acquire additional shares of our common stock equal to 10% of
      the number of units sold. Pursuant to the terms of the engagement letter
      if we do not receive final approval from the Canadian exchange to list and
      trade our securities on or before August 31, 2007, each subscriber has the
      option to (i) receive 110% of the number of units subscribed for without
      further consideration, or (ii) request a refund.                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | On March 16, 2007, we acquired 100% title to the mineral
      claims underlying our New York Canyon Project subject to a reservation by
      the optionors of a royalty consisting of 2% of the net smelter returns
      received by Canyon on commencement of commercial production on the
      property. The acquisition of title to the claims was completed pursuant to
      the terms of the Property Option Agreement (the Option Agreement) dated
      March 18, 2004 and between the Company, Nevada Sunrise LLC, Robert
      Weicker, Sharon Weicker, Kurt Schendel, and Tami Schendel (collectively
      the Optionors). Pursuant to the terms of the Option Agreement in order
      to acquire our ownership interest in the New York Canyon Project we were
      required to: (i) pay a total of $460,000 to the Optionors, (ii) issue an
      aggregate of 2,000,000 shares of our common stock to the Optionors; and
      (iii) incur exploration expenditures of $2,250,000 on the New York Canyon
      Property. All of these conditions were completed on March 16, 2007. The
      stock issuances made pursuant to the Option Agreement to the Optionors
      resident in the United States were completed in accordance with Section
      4(2) and Regulation D of the Securities Act of 1933 and to Optionors
      resident in Canada pursuant to Regulation S of the Securities Act of 1933.
      The Company received a final quitclaim deed dated March 12, 2007 from the
      Optionors confirming the transfer of title to the mineral claims. The deed
      was subsequently recorded with the Nevada Bureau of Land and Mines on
      March 19, 2007.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | On February 28, 2007, we approved the issuance of 166,667
      units to an investor for proceeds of $50,000 at a price of $0.30 per unit
      pursuant to Regulation S of the United States Securities Act of 1933. Each
      unit consists of one share of our common stock and one share purchase
      warrant entitling the holder to purchase an additional share of our common
      stock for a period of eighteen months from the date of issuance at an
      exercise price of $0.40 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. | On February 1, 2007 we entered into a service agreement
      with Geoffrey Goodall, our chief geologist/exploration manager, pursuant
      to which Mr. Goodall agreed to provide certain geological consulting
      services to Canyon including: supervision of crews carrying out drilling
      property examination and evaluation, geological analysis of core or chips
      from drilling, compiling a geological and geotechnical core log, preparing
      and writing progress reports and comprehensive summary reports of
      activities, in consideration of which Mr. Goodall receives a fee of $90
      per hour. The agreement is for a one year term and replaces Mr. Goodalls
      previous consulting contract with the Company dated February 1,
    2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

4

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|7. | On January 12, 2007, we issued 1,000,000 units for total
      proceeds of $250,000 pursuant to the private placement offering approved
      on December 13, 2006 by the Companys Board of Directors of up to
      5,000,000 Units at a price of $0.25 US per unit (the $0.25 Unit
      Offering) pursuant to Regulation S of the Securities Act. Each unit
      consists of one share of our common stock and one share purchase warrant,
      each warrant entitling the holder thereof to purchase an additional share
      of our common stock at a price of $0.30 for a period of one year from the
      date of issuance. As at March 31, 2007, we have issued an aggregate of
      2,160,000 units at a price of $0.25 per unit to three subscribers. These
      units were issued pursuant to the exemptions from registration contained
      in Regulation S promulgated under the Securities Act on the basis of
      representations made by the subscribers that the subscribers were not
      U.S. persons, as that term is defined under Regulation S, and that the
      subscribers were not acquiring the shares for the account or benefit of a
      U.S. person. Proceeds of the offering were used for working capital
      purposes to fund our continued operations.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PLAN OF OPERATION

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the nine
months ended March 31, 2007 and changes in our financial condition from June 30,
2006. This discussion should be read in conjunction with the Managements
Discussion and Analysis or Plan of Operation included in our Annual Report on
Form 10-KSB for the year ended June 30, 2006.

Our plan of operation for the next twelve months is to continue
our initial exploration activities of the New York Canyon Project in Nevada.

Mineral Exploration Activities on the New York Canyon
Project During the Quarter

The Company is continuing to pursue its 2007 exploration
program on the New York Canyon Project. No exploration results were received
during the quarter ended March 31, 2007. The current work program for New York
Canyon Project comprises drilling an initial 56 holes at Longshot Ridge to
outline the mineralized zone followed by 14 drill holes at Copper Queen to test
the mineralization at depth there. Geophysical surveys are intended to cover the
main areas of interest to develop further drill targets. Drilling to date at the
Longshot Ridge copper deposit has confirmed and expanded on the known extent of
the copper oxide mineralization, which is exposed at surface and has been tested
to depths up to 400 feet. With the exception of holes 06-13R and 06-14R, all
drill holes completed in 2006 have indicated the consistent and wide spread
nature of the copper mineralization at Longshot Ridge. The recent data is being
incorporated into the overall New York Canyon Project database in order to
develop a resource estimate of the copper content at Longshot Ridge.

Cash Requirements Over The Next Twelve Months

ITEM AND ACTIVITY
      Budget To June 30,
        2007
      12 Month Total BudgetLAND STATUS2006 - 2007 claim maintenance fees
      $-
      $175,000Monthly Payments - Patents
      13,500
      45,000PERMITTINGRoad and drill site work
      -
      50,000Archeological and biological surveys
      -
      20,000


5

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ITEM AND ACTIVITY
    Budget To June
      30, 2007
    12 Month Total
      BudgetWater quality monitoring
    -
    20,000Drill Permitting & Bonding
    -
    100,000Reclamation
    -
    20,000DRILL PROGRAM (includes
      assays & supervision)Compile data for engineering evaluation
    -
    60,000Drilling RC
    -
    900,000Drilling Core
    -
    600,000METALLURGICAL PROGRAMInvestigation into acid costs, sites,
      transport, etc.
    -
    -Preliminary metallurgical work
    -
    105,000Preliminary alternative leach studies
    -
    150,000ENGINEERING & REPORTINGEngineering 43-101 Report
    -
    20,000Modeling, Scoping study
    -
    50,000GEOPHYSICAL SURVEYSInduced polarization
    -
    70,000Airborne radiometric survey
    -
    65,000GEOLOGICAL MAPPING AND
      INVESTIGATIONSMapping and sampling
    -
    50,000Contingency 10%
    1,350
    250,000Management fee 5%
    -
    125,000TOTAL
    $14,850
    $2,875,000


Our plan of operation calls for significant expenses in connection
  with the exploration of the New York Canyon Project and requires us to obtain
  additional financing. We recorded a net loss of $1,753,163 for the nine months
  ended March 31, 2007 and have an accumulated deficit of $15,435,853 since inception.
  As at March 31, 2007 we had cash of $57,305 and, for the next twelve months,
  management anticipates that the minimum cash requirements to fund our proposed
  exploration program and our continued operations will be $2,875,000. Accordingly
  we do not have sufficient funds to meet our planned expenditures over the next
  twelve months and will need to seek additional financing to meet our planned
  expenditures.

We have not had revenues since inception. We are currently in
the process of identifying sources of additional financing. However, there is no
assurance we will be successful in raising the necessary funding or on terms
that are acceptable to us. Since inception, we have been dependent on investment
capital and debt financing from third parties as our primary source of
liquidity. We anticipate continuing to rely on equity

6

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sales of shares of our common stock and loans in order to
continue to fund our business operations. Issuances of additional shares will
result in further dilution of our existing shareholders. See Future
Financings, below.

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

|                                |   | Third Quarter Ended |   |   |            |   |  | Nine Months Ended |   |   |            |  
|------------------------------- | - | ------------------- | - | - | ---------- | - |  | ----------------- | - | - | ---------- | -
|                                |   | March 31            |   |   | Percentage |   |  | March 31          |   |   | Percentage |  
|                                |   |                     |   |   |            |   |  | Increase /        |   |   |            |  
|                                |   | 2007                |   |   | 2006       |   |  | (Decrease)        |   |   | 2007       |  
|Revenue                         | $ | -                   |   | $ | -          |   |  | n/a               |   | $ | -          |  
|Operating Expenses              |   | (571,182            | ) |   | (1,114,252 | ) |  | (48.7%            | ) |   | (1,414,448 | )
|Other Income
      ( Expenses ) |   | (104,944            | ) |   | 2,162      |   |  | 4,754%            |   |   | (338,715   | )
|Net Loss                        |   | (676,126            | ) |   | (1,112,090 | ) |  | (39.2%            | ) |   | (1,753,163 | )

Revenues

We have not earned any revenues to date and do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. There can be no assurance that we will be successful in
discovering commercial quantities or that we can commercially produce metals or
minerals. We are presently an exploration stage company engaged in the search
for mineral reserves. We can provide no assurance that we will be able to
discover any commercially exploitable levels of mineral resources on our
property, or, even if such resources are discovered, that we will be able to
enter into commercial production of our mineral property.

Expenses

We incurred the following expenses during the nine month period
ended March 31, 2007:

|                                         |   | Third Quarter Ended |  |   |            |   |  | Nine Months Ended |   |   |            |  
|---------------------------------------- | - | ------------------- |  | - | ---------- | - |  | ----------------- | - | - | ---------- | -
|                                         |   | March 31            |  |   | Percentage |   |  | March 31          |   |   | Percentage |  
|                                         |   |                     |  |   |            |   |  | Increase /        |   |   |            |  
|                                         |   | 2007                |  |   | 2006       |   |  | (Decrease)        |   |   | 2007       |  
|Operating Expenses:                      |   |                     |  |   |            |   |  |                   |   |   |            |  
|Depreciation                             | $ | 1,363               |  | $ | 1,018      |   |  | 33.8%             |   | $ | 4,088      |  
|Foreign exchange loss (gain)             |   | 1,416               |  |   | (14,499    | ) |  | (90.2%            | ) |   | (6,824     | )
|General and administrative               |   | 108,093             |  |   | 244,944    |   |  | (55.9%            | ) |   | 484,875    |  
|
|Impairment of mineral property costs     |   | 453,138             |  |   | 474,789    |   |  | 100%              |   |   | 461,088    |  
|Mineral exploration costs                |   | 7,172               |  |   | 408,000    |   |  | (98.2%            | ) |   | 471,221    |  
|Other Expenses
      (Income):           |   |                     |  |   |            |   |  |                   |   |   |            |  
|Interest on notes and debentures         |   | 69,985              |  |   | 6,976      |   |  | 903.2%            |   |   | 297,043    |  
|Impairment loss on investment securities |   | -                   |  |   | -          |   |  | n/a               |   |   | 17,117     |  
|Loss on sale of investment securities    |   | -                   |  |   | -          |   |  | n/a               |   |   | -          |  

7

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|Loss on change in fair value of conversion
      feature |   | 34,959  |  |   | -         |  |  | 100%   |   |   | 24,555    |  |   | -         |  |  | 100%   |  
|-------------------------------------------------------- | - | ------- |  | - | --------- |  |  | ------ | - | - | --------- |  | - | --------- |  |  | ------ | -
|Gain on settlement of debt                               |   | -       |  |   | 10,963    |  |  | (100%  | ) |   | -         |  |   | 10,963    |  |  | (100%  | )
|Unrealized loss on investment securities                 |   | -       |  |   | 1,825     |  |  | (100%  | ) |   | -         |  |   | 335,817   |  |  | (100%  | )
|Net Loss                                                 | $ | 676,126 |  | $ | 1,112,090 |  |  | (39.2% | ) | $ | 1,753,163 |  | $ | 2,953,129 |  |  | (40.6% | )

Operating Expenses.The decrease in operating
expenditures for the nine months ended March 31, 2007 as compared with the
comparative period in 2006 is primarily attributable to the decrease in mineral
exploration expenditures due to the fact that we had to delay our drilling
program in 2007 due to a lack of financing. We anticipate that the expenses will
continue to increase due to our ongoing planned exploration activities,
specifically our 2007 exploratory drilling program in the New York Canyon
Project. We anticipate that we will continue to incur significant losses for the
next several years due to our planned exploration activities.

**Investment Securities.** At March 31, 2007 we
  had a balance of 1,027,974 Langley Park Investment Trust PLC shares worth $288,358.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |   |                         |   |   |                        |   |  |                       | 
|------------------------- | - | ----------------------- | - | - | ---------------------- | - |  | --------------------- | 
|                          |   |                         |   |   |                        |   |  | Percentage            | 
|                          |   | At
      March 31, 2007 |   |   | At
      June 30, 2006 |   |  | Increase / (Decrease) | 
|Current Assets            | $ | 354,113                 |   | $ | 393,165                |   |  | 9.9%                  | 
|Current Liabilities       |   | (1,479,461              | ) |   | (892,808               | ) |  | 65.7%                 | 
|Working Capital (Deficit) | $ | (1,125,348              | ) | $ | (499,643               | ) |  | 125.2%                | 

Cash Flows

|                                              |   | Nine
      Months Ended |   |   | Nine
      Months Ended |  
|--------------------------------------------- | - | ----------------------- | - | - | ----------------------- | -
|                                              |   | March 31, 2007          |   |   | March 31, 2006          |  
|Cash used in Operating Activities             | $ | (1,245,651              | ) | $ | (1,575,816              | )
|Cash used in Investing Activities             |   | (250,000                | ) |   | (413,447                | )
|Cash provided by Financing Activities         |   | 1,413,206               |   |   | 3,263,732               |  
|Net Increase (decrease) in Cash During Period | $ | (82,445                 | ) | $ | 1,274,469               |  

Working Capital.The increase in our working capital deficit
  of $1,125,348 as at March 31, 2007 from a working capital deficit of $499,643
  as at June 30, 2006 was primarily a result of increased exploration expenditures
  and general and administrative expenses. During the quarter ended March 31,
  2007 we raised $1,413,206 from debt and equity financings to fund the acquisition
  of 100% title to our New York Canyon Project, repayment of debt and to fund
  our exploration work program.

15% Convertible Notes.On August 16, 2006, we received
  loans totalling an aggregate of $187,661 from five individuals as evidenced
  by unsecured promissory notes. Each note bears interest at a rate of 15% per
  annum and was due on October 30, 2006. We were also required to pay a 7.5% administration
  fee on the principal amount of each of the notes. On October 31, 2006 we repaid
  $67,496 of the loans and renewed $114,983 of the loans. The remaining notes
  continued to bear interest at a rate of 15% per annum and were due on January
  14, 2007. On January 14, 2007, we repaid $96,653 and renewed $21,390 of the
  loans. Pursuant to the renewals, we are also required to pay a 7.5% administration
  fee on the principal amount of each of the notes.

8

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As at March 31, 2007, $5,275 in interest and finance charges
has been accrued relating to the loans. On November 7, 2006, we received loans
totaling an aggregate of $64,355 evidenced by unsecured promissory notes. Each
note bears interest at a rate of 15% per annum and was due on January 21, 2007.
On January 21, 2007, we repaid the loans. We were also required to pay a 7.5%
administration fee on the principal amount of each of the notes.

On April 25, 2007 we entered into a loan agreement with Aton
Select Fund Limited pursuant to which we received a loan of $120,000 from ASF.
The loan is evidenced by an unsecured convertible promissory note. The loan
bears interest at a rate of 15% per annum and matures on March 20, 2008. Also on
April 25, 2007 we entered into two loan agreements with Anthony Harvey, our
Chief Executive Officer and a member of our board of directors, pursuant to
which we received loans of US$100,000 and CDN$50,000. The loans are evidenced by
an unsecured convertible promissory note. The loans bear interest at a rate of
15% per annum and mature on March 14, 2008 and April 25, 2008, respectively.
Each of the loans is convertible at the option of the lender at any time prior
to maturity into units of Canyon at a price of $0.30 per unit, with each unit
consisting of one share of our common stock and one share purchase warrant. Each
warrant will entitle the lender to purchase an additional share of Canyons
common stock at a price of $0.35 per share for a period of two years from the
date of issuance of the units.

Future Financings

Our plan of operation calls for significant expenses in connection
  with the exploration of the New York Canyon Project and requires us to obtain
  additional financing. We recorded a net loss of $1,753,163 for the nine months
  ended March 31, 2007 and have an accumulated deficit of $15,435,853 since inception.
  As at March 31, 2007 we had cash of $57,305 and, for the next twelve months,
  management anticipates that the minimum cash requirements to fund our proposed
  exploration program and our continued operations will be $2,875,000. Accordingly
  we do not have sufficient funds to meet our planned expenditures over the next
  twelve months and will need to seek additional financing to meet our planned
  expenditures.

On March 29, 2007, we entered into an engagement letter with
Union Securities Ltd. (Union) pursuant to which Union agreed to act as our
sponsor in connection with a proposed listing of our common stock on a Canadian
stock exchange and to act as our agent for a proposed equity offering of a
minimum of $6,000,000 and a maximum of $12,000,000 in units to non-US residents
pursuant to Regulation S. Each unit is expected to consist of one common share
and one share purchase warrant to purchase an additional common share at a price
to be determined for a period of 18 months from the closing of the offering. We
have agreed to pay Union a sponsorship fee of $25,000 (which fee has been paid),
a cash commission equal to 8% of the proceeds received from units sold and
options to acquire additional shares of our common stock equal to 10% of the
number of units sold.

On December 13, 2006, we approved an offering on a private
placement basis of up to 5,000,000 units at a price of $0.25 per unit pursuant
to Regulation S of the Securities Act. Each unit consists of one share of the
Corporations common stock and one share purchase warrant, each warrant
entitling the holder thereof to purchase an additional share of our common stock
at a price of $0.30 for a period of one year from the date of issuance. As at
March 31, 2007, we have issued an aggregate of 2,160,000 units at a price of
$0.25 per unit. The balance of the $0.25 Unit Offering has not been closed and
there is no assurance that the remaining Units will be sold.

On November 7, 2006, we approved an offering on a private
placement basis of up to 166,667 units at a price of $0.30 per unit pursuant to
Regulation S of the Securities Act. Each unit consists of one share of the
Corporations common stock and one share purchase warrant, each warrant
entitling the holder thereof to purchase an additional share of our common stock
for a period of eighteen months from the date of issuance at an exercise price
of US$0.40 per share. On February 28, 2007, we issued all 166,667 units to one
investor pursuant to Regulation S of the Securities Act.

9

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Obtaining additional financing is subject to a number of
factors, including the market prices for the mineral property and copper. These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us. Since our inception, we have used our common stock to raise
money for our operations and for our property acquisitions. We have not attained
profitable operations and are dependent upon obtaining financing to pursue our
plan of operation. For these reasons, our independent auditors believe there
exists a substantial doubt about our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are the most important to the portrayal of our current financial
condition and results of operations.

Use of Estimates

The preparation of financial statements in accordance with United
  States generally accepted accounting principles requires management to make
  estimates and assumptions that affect the reported amounts of assets and liabilities
  at the date of the financial statements and the reported amounts of revenue
  and expenses in the reporting period. The Company regularly evaluates estimates
  and assumptions related to derivative liabilities, asset retirement obligations,
  stock-based compensation, deferred income tax asset valuations and depreciation.
  The Company bases its estimates and assumptions on current facts, historical
  experience and various other factors that it believes to be reasonable under
  the circumstances, the results of which form the basis for making judgments
  about the carrying values of assets and liabilities and the accrual of costs
  and expenses that are not readily apparent from other sources. The actual results
  experienced by the Company may differ materially and adversely from the Company’s
  estimates. To the extent there are material differences between the estimates
  and the actual results, future results of operations will be affected.

Investment Securities

We report investments in debt and marketable equity securities
at fair value based on quoted market prices or, if quoted prices are not
available, discounted expected cash flows using market rates commensurate with
credit quality and maturity of the investment. All investment securities are
designated as available for sale with unrealized gains and losses included in
stockholders' equity. We regularly review investment securities for impairment
based on criteria that include the extent to which the investment's carrying
value exceeds its related market value, the duration of the market decline, our
ability to hold to recovery and the financial strength and specific prospects of
the issuer of the security. Unrealized losses that are other than temporary are
recognized in earnings. Realized gains and losses are accounted for on the
specific identification method.

We periodically review these investments for
other-than-temporary declines in fair value based on the specific identification
method and writes down investments to their fair value when an
other-than-temporary decline has occurred. When determining whether a decline is
other-than-temporary, we examine (i) the length of time and the extent to which
the fair value of an investment has been lower than its carrying value: (ii) the
financial condition and near-term prospects of the investee, including any
specific events that may influence the operations of the investee such as
changes in technology that may impair the earnings potential of the investee:
and (iii) our intent and ability to retain its investment in the investee for a
sufficient period of time to allow for any anticipated recovery in market value.
We generally believe that an other-than-temporary decline has occurred when the
fair value of the investment is below the carrying value for one year, absent of
evidence to the contrary.

Mineral Property Costs

The Company has been in the exploration stage since its
inception on January 21, 2000, and has not yet realized any revenues from its
planned operations. It is primarily engaged in the acquisition and exploration
of mining properties. Mineral property exploration costs are expensed as
incurred. Mineral property acquisition costs are initially capitalized when
incurred using the guidance in EITF 04-02, Whether Mineral Rights Are Tangible
or Intangible Assets. The Company assesses the carrying costs for impairment
under

10

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SFAS No. 144, Accounting for Impairment or Disposal of Long
Lived Assets at each fiscal quarter end. When it has been determined that a
mineral property can be economically developed as a result of establishing
proven and probable reserves, the costs then incurred to develop such property,
are capitalized. Such costs will be amortized using the units-of-production
method over the estimated life of the probable reserve. If mineral properties
are subsequently abandoned or impaired, any capitalized costs will be charged to
operations.

Stock-Based Compensation

Prior to January 1, 2006, the Company accounted for stock-based
awards under the recognition and measurement provisions of Accounting Principles
Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees using
the intrinsic value method of accounting. Effective January 1, 2006, the Company
adopted the fair value recognition provisions of SFAS No. 123R Share Based
Payments, using the modified prospective transition method. Under that
transition method, compensation cost is recognized for all share-based payments
granted prior to, but not yet vested as of January 1, 2006, based on the grant
date fair value estimated in accordance with the original provisions of SFAS No.
123, and compensation cost for all share-based payments granted subsequent to
January 1, 2006, based on the grant date fair value estimated in accordance with
the provisions of SFAS No. 123R. Results for prior periods have not been
restated. There was no effect on the Companys reported loss from operations,
cash flows or loss per share as a result of adopting SFAS No. 123R.

All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. Equity
instruments issued to employees and the cost of the services received as
consideration are measured and recognized based on the fair value of the equity
instruments issued.

RISKS AND UNCERTAINTIES

If we do not obtain additional financing, our business will
fail.

Our current operating funds are inadequate to complete our
planned exploration of the New York Canyon Project. Our business plan calls for
significant expenses in connection with the exploration and development of those
mineral claims. As a result, we will require additional financing to complete
our exploration and development plans. We will also require additional financing
if the costs of exploration are greater than anticipated and to sustain our
business operations if we are not successful in earning revenues once
exploration is complete. Obtaining additional financing would be subject to a
number of factors, the known material factors being market prices for copper,
investor acceptance of our mineral claims, and investor sentiment. These factors
may make the timing, amount, terms or conditions of additional financing
unavailable to us.

If we complete a financing through the sale of additional
shares of our common stock, shareholders will experience dilution.

The most likely source of future financing presently available
to us is through the issuance of our common stock. Any sale of share capital
will result in dilution to existing shareholders. The only other anticipated
alternative for the financing of further exploration would be the offering by us
of an interest in our properties to be earned by another party or parties
carrying out further exploration thereof, which is not presently
contemplated.

11

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In order to maintain our rights to the New York Canyon
Project, we will be required to make annual filings with federal and state
regulatory agencies and/or be required to complete assessment work on the New
York Canyon Project.

In order to maintain our rights to the New York Canyon Project,
we will be required to make annual filings with federal and state regulatory
authorities. Currently the amount of these fees is nominal; however, these
maintenance fees are subject to adjustment. In addition, we may be required by
federal and/or state legislation or regulations to complete minimum annual
amounts of mineral exploration work on the New York Canyon Project. A failure by
us to meet the annual maintenance requirements under federal and state laws
could cause our rights to the New York Canyon Project to lapse.

We lack an operating history and have losses which we expect
to continue into the future. As a result, we may have to suspend or cease
exploration activities and if we do not obtain additional financing, our
business will fail.

We were incorporated on January 21, 2000 and to date have been
involved primarily in organizational activities, the acquisition of mineral
claims and the exploration and development on these claims. We have no
exploration history upon which an evaluation of our future success or failure
can be made. Our ability to achieve and maintain profitability and positive cash
flow is dependent upon:

| | (i)  | our ability to locate a profitable mineral property;
      and
| | ---- | --------------------------------------------------------------
| |      |                                                               
| | (ii) | our ability to generate revenues.                             

Our plan of operation calls for significant expenses in connection
  with the exploration of the New York Canyon Project, which will require us to
  obtain additional financing. We recorded a net loss of $1,753,163 for the nine
  months ended March 31, 2007 and have an accumulated deficit of $15,435,853 since
  inception. As at March 31, 2007 we had cash of $57,305 and for the next twelve
  months, management anticipates that the minimum cash requirements to fund our
  proposed exploration program and our continued operations will be $2,875,000.
  Accordingly we do not have sufficient funds to meet our planned expenditures
  over the next twelve months and will need to seek additional financing to meet
  our planned expenditures.

Obtaining additional financing would be subject to a number of
factors, including the market prices for the mineral property and base and
precious metals. These factors may make the timing, amount, terms or conditions
of additional financing unavailable to us. Since our inception, we have used our
common stock to raise money for our operations and for our property
acquisitions. We have not attained profitable operations and are dependent upon
obtaining financing to pursue our plan of operation. For these reasons, our
independent auditors believe there exists a substantial doubt about our ability
to continue as a going concern.

Because we have not commenced business operations, we face a
high risk of business failure.

We have not earned any revenues as of the date of this
Quarterly Report. Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

12

---

We have no known mineral reserves and if we cannot find any,
we will have to cease operations.

We have no mineral reserves. Mineral exploration is highly
speculative. It involves many risks and is often non-productive. Even if we are
able to find mineral reserves on our property our production capability is
subject to further risks including:

- Costs of bringing the property into production including exploration work,
  preparation of production feasibility studies, and construction of production
  facilities, all of which we have not budgeted for;
- Availability and costs of financing;
- Ongoing costs of production; and
- Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond our control and which cannot be
accurately predicted, such as market fluctuations, the lack of milling
facilities and processing equipment near the New York Canyon Project and such
other factors as government regulations, including regulations relating to
allowable production, exporting of minerals, and environmental protection. If we
do not find a mineral reserve or define a mineral inventory containing copper,
zinc or iron or if we cannot explore the mineral reserve, either because we do
not have the money to do it or because it will not be economically feasible to
do it, we will have to cease operations.

Because we anticipate our operating expenses will increase
prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from the
exploration of our mineral claims and the production of minerals thereon, if
any, we will not be able to earn profits or continue operations. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and we may not be able to ever generate any operating revenues
or achieve profitable operations. If we are unsuccessful in addressing these
risks, our business will most likely fail.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages if and when
we conduct mineral exploration activities.

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

If the price of base and precious metals declines, our
financial condition and ability to obtain future financings will be
impaired.

The price of base and precious metals is affected by numerous
factors, all of which are beyond our control. Factors that tend to cause the
price of base and precious metals to decrease include the following:

| | (a) | Sales or leasing of base and precious metals by
      governments and central banks;            
| | --- | ------------------------------------------------------------------------------------------------
| |     |                                                                                                 
| | (b) | A low rate of inflation and a strong US dollar;                                                 
| |     |                                                                                                 
| | (c) | Speculative trading;                                                                            
| |     |                                                                                                 
| | (d) | Decreased demand for base and precious metals industrial,
      jewelry and investment uses;    
| |     |                                                                                                 
| | (e) | High supply of base and precious metals from production,
      disinvestment, scrap and hedging;

13

---

| | (f) | Sales by base and precious metals producers and foreign
      transactions and other hedging transactions; and                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                           
| | (g) | Devaluing local currencies (relative to base and precious
      metals price in US dollars) leading to lower production costs and higher
      production in certain major base and precious metals producing
    regions.

Our business is dependent on the price of base and precious
metals. We have not undertaken hedging transactions in order to protect us from
a decline in the price of base and precious metals. A decline in the price of
base and precious metals may also decrease our ability to obtain future
financings to fund our planned development and exploration programs.

Because we are an exploration stage company, our business
has a high risk of failure.

As noted in the financial statements that are included with
this Quarterly Report, we are an exploration stage company that has incurred net
losses since inception, we have not attained profitable operations and we are
dependent upon obtaining adequate financing to complete our exploration
activities. These conditions, as indicated in our audit report on our annual
report on Form 10-KSB, raise substantial doubt as to our ability to continue as
a going concern. The success of our business operations will depend upon our
ability to obtain further financing to complete our planned exploration program
and to attain profitable operations. If we are not able to complete a successful
exploration program and attain sustainable profitable operations, then our
business will fail.

If we are unable to hire and retain key personnel, we may
not be able to implement our business plan.

Our success is dependent upon the performance of key personnel
working full-time in management, supervisory and administrative capacities or as
consultants. This is particularly true in highly technical businesses such as
mineral exploration. These individuals are in high demand and we may not be able
to attract the personnel we need. The loss of the services of senior management
or key personnel could have a material and adverse effect on us, our business
and results of operations. Failure to hire key personnel when needed, or on
acceptable terms, would have a significant negative effect on our business.

As we undertake exploration of our mineral claims, we will
be subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

There are several governmental regulations that materially
restrict mineral exploration. We are required to obtain work permits, post bonds
and perform remediation work for any physical disturbance to the land in order
to comply with these laws. If we enter the production phase, the cost of
complying with permit and regulatory environment laws will be greater because
the impact on the project area is greater. Permits and regulations will control
all aspects of the production program if the project continues to that stage.
Examples of regulatory requirements include:

| | (a) | Water discharge will have to meet drinking water
      standards;                                              
| | --- | ---------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                
| | (b) | Dust generation will have to be minimal or otherwise
      re-mediated;                                        
| |     |                                                                                                                
| | (c) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;
| |     |                                                                                                                
| | (d) | An assessment of all material to be left on the surface
      will need to be environmentally benign;          
| |     |                                                                                                                
| | (e) | Ground water will have to be monitored for any potential
      contaminants;                                   

14

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| | (f) | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated;
  and             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                 
| | (g) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

There is a risk that new regulations could increase our costs
of doing business and prevent us from carrying out our exploration program. We
will also have to sustain the cost of reclamation and environmental remediation
for all exploration work undertaken. Both reclamation and environmental
remediation refer to putting disturbed ground back as close to its original
state as possible. Other potential pollution or damage must be cleaned-up and
renewed along standard guidelines outlined in the usual permits. Reclamation is
the process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.

If we become subject to increased environmental laws and
regulation, our operating expenses may increase.

Our development and production operations are regulated by both
US Federal and Nevada state environmental laws that relate to the protection of
air and water quality, hazardous waste management and mine reclamation. These
regulations will impose operating costs on us. If the regulatory environment for
our operations changes in a manner that increases costs of compliance and
reclamation, then our operating expenses would increase with the result that our
financial condition and operating results could be adversely affected.

We may conduct further offerings in the future in which case
your shareholdings will be diluted.

Since our inception we have relied on such equity sales of our
common stock to fund our operations. We may conduct further equity offerings in
the future to finance our current projects or to finance subsequent projects
that we decide to undertake. If common stock is issued in return for additional
funds, the price per share could be lower than that paid by our current
stockholders. We anticipate continuing to rely on equity sales of our common
stock in order to fund our business operations. If we issue additional stock,
stockholders percentage interest in us will be lower. This condition is often
referred to as "dilution. The result of this could reduce the value of our
stockholders stock.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $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 quotation system.

Because our securities constitute "penny stocks" within the
meaning of the rules, the rules apply to us and to our securities. The rules may
further affect the ability of owners of shares to sell our securities in any
market that might develop for them. As long as the trading price of our common
stock is less than $5.00 per share, the common stock will be subject to Rule
15g-9 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:

15

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|1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|2. | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
|   |                                                                                                                                                                                                                                          
|3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
|   |                                                                                                                                                                                                                                          
|4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
|   |                                                                                                                                                                                                                                          
|5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
|   |                                                                                                                                                                                                                                          
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that, prior to a transaction in a penny
stock not otherwise exempt from those 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 acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock.

|ITEM 3. | CONTROLS AND PROCEDURES.
|------- | ------------------------

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the quarter ended March 31, 2007 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

16

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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

Other than as previously disclosed in our annual report for the
fiscal year ended June 30, 2006 and our quarterly reports for the fiscal year
ending June 30, 2007, we are not party to any legal proceedings.

|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND
      USE OF PROCEEDS.
|------- | ------------------------------------------------------------------

During the third quarter ended March 31, 2007, other than as
described below, we did not complete any sales of securities that were not
registered pursuant to the Securities Act of 1933 (the Securities Act):

|1. | On March 16, 2007, we acquired 100% title to the terms
        of the Property Option Agreement dated March 18, 2004 and between the
        Company, Nevada Sunrise LLC, Robert Weicker, Sharon Weicker, Kurt Schendel,
        and Tami Schendel (collectively the “Optionors”). In accordance
        with the terms of the Option Agreement, we issued 500,000 shares of our
        common stock to the Optinors on March 7, 2007. The stock issuances were
        completed in accordance with Section 4(2) and Regulation D of the Securities
        Act of 1933 and to Optionors resident in Canada pursuant to Regulation
        S of the Securities Act of 1933.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | On February 28, 2007, we approved the issuance of
        166,667 units to an investor for proceeds of $50,000 pursuant to the private
        placement offering approved on November 7, 2006 by the Company’s
        Board of Directors of up to 166,667 units at a price of $0.30 per unit
        pursuant to Regulation S of the Securities Act. Each unit consists of
        one share of our common stock, par value $0.00001 and one share purchase
        warrant entitling the holder to purchase an additional share of our common
        stock for a period of eighteen months from the date of issuance at an
        exercise price of $0.40 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | On January 12, 2007, we issued 1,000,000 units for total
        proceeds of $250,000 pursuant to the private placement offering approved
        on December 13, 2006 by the Companys Board of Directors of up to
        5,000,000 Units at a price of $0.25 US per unit (the $0.25 Unit
        Offering) pursuant to Regulation S of the Securities Act. Each unit
        consists of one share of our common stock and one share purchase warrant,
        each warrant entitling the holder thereof to purchase an additional share
        of our common stock at a price of $0.30 for a period of one year from
        the date of issuance. As at March 31, 2007, we have issued an aggregate
        of 2,160,000 units at a price of $0.25 per unit to three subscribers.
        These units were issued pursuant to the exemptions from registration contained
        in Regulation S promulgated under the Securities Act on the basis of representations
        made by the subscribers that the subscribers were not U.S. persons,
        as that term is defined under Regulation S, and that the subscribers were
        not acquiring the shares for the account or benefit of a U.S. person.
        Proceeds of the offering were used for working capital purposes to fund
        our continued operations.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.                          
|------- | ----------------------------------------------------------
|        |                                                           
|None.  
|        |                                                           
|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.
|        |                                                           
|None.  
|        |                                                           
|ITEM 5. | OTHER INFORMATION.                                        
|        |                                                           
|None.  

17

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|ITEM 6. | EXHIBITS.
|------- | ---------

The following exhibits are either provided with this Quarterly
  Report on Form 10-QSB or are incorporated herein by reference.

|Exhibit |                                                                                                                                                                                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                           
|3.1     | Amended and Restated Articles of
      Incorporation.(15)                                                                                                                        
|3.2     | Bylaws.(1)                                                                                                                                                                       
|4.1     | Specimen Stock Certificate.(15)                                                                                                                                                  
|10.1    | 2004 Nonqualified Stock Option Plan.(4)                                                                                                                                          
|10.2    | 2006 Stock Incentive Plan dated
      April 5, 2006.(11)                                                                                                                         
|10.3    | Convertible Preferred Stock Purchase Agreement
      dated July 29, 2004 between the Company and Langley Park Investments PLC.(5)                                                
|10.4    | Debenture Purchase Agreement dated
      November 19, 2004 between the Company and Glenkirk International.(7)                                                                    
|10.5    | Convertible, Callable, Subordinated Debenture dated
      November 19, 2004 between the Company and Glenkirk International.(7)                                                   
|10.6    | Property Option Agreement dated
      March 18, 2004 among the Company, Robert & Sharon Weicker, Kurt &
      Tami Schendel, and Nevada Sunrise LLC (New York Canyon Project).(3)
|10.7    | Lease Agreement dated July 21, 2004 between the
      Company and Jaycor Mining, Inc.(6)                                                                                         
|10.8    | Consulting Agreement dated April
      5, 2005 between the Company and Anthony Harvey.(8)                                                                                        
|10.9    | Consulting Agreement dated August 5, 2005 between
      the Company and Chris Broili.(12)                                                                                        
|10.10   | Consulting Agreement dated August
      10, 2005 between the Company and Mel Klohn.(12)                                                                                          
|10.11   | Consulting Agreement dated August 22, 2005 between
      the Company and Carlo Civelli.(12)                                                                                      
|10.12   | Consulting Agreement dated September
      20, 2005 between the Company and Richard Dixon.(9)                                                                                    
|10.13   | Consulting Agreement dated September 20, 2005 between
      the Company and Richard Kehmeier.(9)                                                                                 
|10.14   | Consulting Agreement dated January
      6, 2006 between the Company and Kurt Bordian.(10)                                                                                       
|10.15   | Consulting Agreement dated January 19, 2006 between
      the Company and Mark A. Reynolds.(9)                                                                                   
|10.16   | Consulting Agreement dated February
      1, 2006 between the Company and Linda Erdman.(9)                                                                                       
|10.17   | Consulting Agreement dated February 1, 2006 between
      the Company and Geoffrey Goodall.(9)                                                                                   
|10.18   | Consulting Agreement dated February
      1, 2006 between the Company and Robert Young.(12)                                                                                      
|10.19   | Debt Settlement Agreement dated November 8, 2005
      between the Company and Cameron Reynolds. (12)                                                                            
|10.20   | Mineral Processing Research Agreement
      dated March 22, 2006 among the Company, Nevada Sunrise, LLC and INTOR Resources
      Corporation.(12)                               

18

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|Exhibit |                                                                                                                       
|------- | ----------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                
|10.21   | Loan Agreement dated September
      12, 2006 between the Company and Aton Ventures Fund Ltd.(13)                     
|10.22   | Loan Agreement dated September 11, 2006 between
      the Company and Asset Protection Fund Ltd.(13)                  
|10.23   | Convertible Promissory Note dated
      September 12, 2006 between the Company and Aton Ventures Fund Ltd.(13)        
|10.24   | Convertible Promissory Note dated September 11,
      2006 between the Company and Asset Protection Fund Ltd.(13)     
|10.25   | Promissory Note dated August 16,
      2006 between the Company and Susan Hand.(14)                                   
|10.26   | Promissory Note dated August 16, 2006 between the
      Company and Walter Kondrosky.(14)                             
|10.27   | Promissory Note dated August 16,
      2006 between the Company and Anthony Harvey.(14)                               
|10.28   | Promissory Note dated August 16, 2006 between the
      Company and Kathy Huettl.(14)                                 
|10.29   | Promissory Note dated August 16,
      2006 between the Company and Bob Gibb.(14)                                     
|10.30   | Promissory Note dated November 7, 2006 between
      the Company and Kathy Huettl.(16)                                
|10.31   | Promissory Note dated November
      7, 2006 between the Company and Terry Fields.(16)                                
|10.32   | First Amendment Loan Agreement dated November 27,
      2006 between the Company and Aton Ventures Fund Ltd.(17)      
|10.33   | First Amendment to Loan Agreement
      dated November 27, 2006 between the Company and Asset Protection Fund Ltd.(17)
|10.35   | Convertible Promissory Note dated November 27,
      2006 between the Company and Aton Ventures Fund Ltd.(17)         
|10.36   | Convertible Promissory Note dated
      November 27, 2006 between the Company and Asset Protection Fund Ltd.(17)      
|10.37   | Quitclaim Deed for the New York Canyon Project
      dated March 12, 2007.(18)                                        
|10.38   | Service
      Agreement dated February 1, 2007 between the Company and Geoffrey Goodall.                              
|10.39   | Sponsorship Agreement
      dated March 29, 2007 between the Company and Union Securities Ltd.                        
|10.40   | Engagement
      Letter dated March 29, 2007 between the Company and Union Securities Ltd.                            
|10.41   | Second Amendment to
      Loan Agreement dated April 12, 2007 between the Company and Aton Ventures
      Fund Ltd.   
|10.42   | Second
      Amendment to Loan Agreement dated April 11, 2007 between the Company and
      Asset Protection Fund Ltd.
|10.43   | Loan Agreement dated
      April 25, 2007 between the Company and Aton Select Fund Limited                            
|10.44   | Loan
      Agreement dated April 25, 2007 between the Company and Anthony Harvey for
      the loan of CDN$50,000.    
|10.45   | Loan Agreement dated
      April 25, 2007 between the Company and Anthony Harvey for the loan of $100,000.            
|10.46   | Promissory
      Note dated April 25, 2007 between the Company and Aton Select Fund Limited                           
|10.47   | Promissory Note dated
      April 25, 2007 between the Company and Anthony Harvey for the loan of CDN$50,000.         
|10.48   | Promissory
      Note dated April 25, 2007 between the Company and Anthony Harvey for the
      loan of $100,000.     

19

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|Exhibit |                                                                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                            
|        |                                                                                                                                                                   
|14.1    | Code of Ethics.(2)                                                                                                                                                
|31.1    | Certification of Principal
      Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                     
|31.2    | Certification of Principal
      Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                     
|32.1    | Certification of Principal
      Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2    | Certification of Principal
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.
|99.1    | Audit Committee Charter.(2)                                                                                                                                       
|99.2    | Disclosure Committee Charter.(2)                                                                                                                                  

Notes

| | (1)  | Filed with the SEC as an exhibit to our Registration
        Statement on Form SB-2 originally filed on April 26, 2000.
| | ---- | -----------------------------------------------------------------------------------------------------------------------
| | (2)  | Filed with the SEC as an exhibit to our Annual Report
        on Form 10-KSB filed on August 26, 2003.                 
| | (3)  | Filed with the SEC as an exhibit to our Current Report
        on Form 8-K filed on April 8, 2004.                     
| | (4)  | Filed with the SEC as an exhibit to our Registration
        Statement on Form S-8 filed on June 17, 2004.             
| | (5)  | Filed with the SEC as an exhibit to our Current Report
        on Form 8-K filed on August 20, 2004.                   
| | (6)  | Filed with the SEC as an exhibit to our Annual Report
        on Form 10-KSB filed on October 8, 2004.                 
| | (7)  | Filed with the SEC as an exhibit to our Quarterly Report
        on Form 10-QSB filed on February 22, 2005.            
| | (8)  | Filed with the SEC as an exhibit to our Quarterly Report
        on Form 10-QSB filed on May 23, 2005.                 
| | (9)  | Filed with the SEC as an exhibit to our Current Report
        on Form 8-K filed on February 7, 2006.                  
| | (10) | Filed with the SEC as an exhibit to our Quarterly Report
        on Form 10-QSB filed on February 16, 2006.            
| | (11) | Filed with the SEC as an exhibit to our Current Report
        on Form 8-K filed on April 10, 2006.                    
| | (12) | Filed with the SEC as an exhibit to our Quarterly Report
        on Form 10-QSB filed on May 22, 2006.                 
| | (13) | Filed with the SEC as an exhibit to our Current Report
        on Form 8-K filed on September 15, 2006.                
| | (14) | Filed with the SEC as an exhibit to our Current Report
        on Form 8-K filed on September 7, 2006.                 
| | (15) | Filed with the SEC as an exhibit to our Annual Report
        on Form 10-KSB filed on October 13, 2006.                
| | (16) | Filed with the SEC as an exhibit to our Quarterly Report
        on Form 10-QSB filed on November 20, 2006.            
| | (17) | Filed with the SEC as an exhibit to our Current Report
        on Form 8-K filed on December 13, 2006.                 
| | (18) | Filed with the SEC as an exhibit to our Current Report
        on Form 8-K filed on March 26, 2007.                    

20

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|                   | CANYON COPPER CORP.
|------------------ | -------------------
|                   |                    
|                   | By:                
|Date: May 16, 2007 |                    
|                   |                    
|                   |                    
|                   |                    
|                   |                    

|                   |     |                                                      
|------------------ | --- | -----------------------------------------------------
|                   | By: | /s/ Kurt Bordian                                     
|Date: May 16, 2007 |     |                                                      
|                   |     | KURT BORDIAN                                         
|                   |     | Chief Financial Officer                              
|                   |     | (Principal Accounting Officer and Principal Financial
|                   |     |                                                      

---