|UNITED STATES SECURITIES AND EXCHANGE
      COMMISSIONWashington, D.C. 20549                                                                                                                                                                                                                                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|FORM 20-F/A                                                                                                                                                                                                                                                                                                                                                                                              
|Amendment No. 2                                                                                                                                                                                                                                                                                                                                                                                          
|[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
      (g)OF THE SECURITIES EXCHANGE ACT OF 1934OR                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                         
|[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF
      THE SECURITIES EXCHANGE ACT OF 1934OR                                                                                                                                                                                                                                                                                                          
|For the fiscal year ended December 31, 2004                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                         
|[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
      OFTHE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                         
|For the transition period from __________ to
      ________Commission file number 000-50238                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                         
|J-Pacific Gold Inc.
      (Exact name of Registrant as specified in its charter)                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                         
|_______________British Columbia,
      Canada_______________(Jurisdiction of incorporation or
      organization)                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Suite 1440, 1166 Alberni Street, Vancouver, B.C.
      CANADA V6E 3Z3(Address of principal executive offices)                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Securities to be registered pursuant to Section 12(b)
      of the Act: None                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Securities to be registered pursuant to Section 12(g)
      of the Act:                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Common Shares, without par value(Title of
      Class)                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Securities for which there is a reporting obligation
      pursuant to Section 15(d) of the Act: None                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Indicate the number of outstanding shares of each of the
      issuer's classes of capital or common stock as of the close of the period
      covered by the annual report: 44,794,492                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Indicate by check mark whether the registrant (1) has filed all
      reports required to be filed by Section 12 or 15(d) of the Securities
      Exchange Act of 1934 during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been subject to such filing requirements for the past ninety days. Yes xxx
      No ___
|                                                                                                                                                                                                                                                                                                                                                                                                         
|Indicate by check mark which financial statement item the registrant
      has elected to follow: Item 17 xxx Item 18 ___                                                                                                                                                                                                                                                                                

Page 1 of 78
    Index to Exhibits on Page 62

Page 1

---

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

|page 2
|------



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

|page 3
|------

|page 4
|------

|page 5
|------

|page 6
|------

|page 7
|------

|
|

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

|page 8
|------









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

|page 9
|------



ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

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



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

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



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

|page 10
|-------

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

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

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

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

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

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

ITEM 3. KEY INFORMATION.

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

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

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

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

|page 11
|-------

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

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

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

|page 12
|-------



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

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

|page 13
|-------

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

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

**Unsuccessful Exploration Efforts By J-Pacific Gold Personnel Could
Result In a Cessation of Operations by Company:**The expenditures
to be made by the Company in the exploration of its properties as described
herein may not result in discoveries of mineralized material in commercial
quantities. Most exploration projects do not result in the discovery of
commercially mineable ore deposits and this occurrence could have a significant negative effect on the Company.
**J-Pacific Gold Has No Reserves on the
Properties in Which It Has an Interest:**
The properties in which J-Pacific Gold has an interest or the concessions in
which the Company has the right to earn an interest are in the exploratory
stage only and are without a known body of ore. Properties on which Company
personnel do not find mineral reserves will have to be discarded causing the
Company to write each respective property off resulting in a significantly
negative effect for the Company.
**There is No
Guarantee of Clear Title to Any of the Exploration Properties to which J-Pacific
Gold Has an Interest:**
Unregistered agreements or unregistered transfers of title could cause J-Pacific Gold
to forfeit its interests in one or more of its properties.
An event such as this would have a significant negative effect on
the Company.

|page 14
|-------

**Mineral Prices May Not Support Corporate Profit for J-Pacific Gold:**
The resource exploration industry is intensely competitive and
even if commercial quantities of mineral resources are developed (which is not
guaranteed), a profitable market may not exist for the sale of same. If a
profitable market does not exist the Company could have to cease operations.
**J-Pacific Gold Has No Positive Cash Flow and No History of
Earnings and Is Dependent Upon Public and Private Distributions of Equity to
Obtain Capital in Order to Sustain Operations:**
None of the Company's properties have advanced to the commercial production
stage and the Company has no history of earnings or positive cash flow from
operations. The cumulative loss since the Company's inception of the
development stage, according to U.S. GAAP, is ($13,723,114). The Company does
not know if it will ever generate material revenue from mining operations or
if it will ever achieve self-sustaining commercial mining operations.
Historically, the only source of funds available to the company has been
through the sale of its common shares. Any future additional equity financing
would cause dilution to current stockholders.
**The Expense of Meeting Environmental Regulations
Could Cause a Significantly Negative Effect on J-Pacific Gold:**The current and anticipated future operations of the Company,
including further exploration activities require permits from various Canadian
Federal and Provincial governmental authorities. Such operations are subject to
various laws governing land use, the protection of the environment, production,
exports, taxes, labor standards, occupational health, waste disposal, toxic
substances, mine safety and other matters. Unfavorable amendments to current
laws, regulations and permits governing operations and activities of resource
exploration companies, or more stringent implementation thereof, could cause
increases in capital expenditures which could result in a cessation of
operations by the Company. Failure to comply with applicable laws,
regulations and permitting requirements may result in enforcement actions there
under, including orders issued by regulatory or judicial authorities causing
operations to cease or be curtailed, and may include corrective measures
requiring capital expenditures, installation of additional equipment or remedial
actions. Parties engaged in resource exploration may be required to compensate
those suffering loss or damage by reason of the mining activities and may have
civil or criminal fines or penalties imposed for violation of applicable laws or
regulations. Large increases in capital expenditures resulting from any of
the above factors could force J-Pacific Gold to cease operations.
**Operating Hazards and Risks Associated with the Mining Industry
Could Result in Significant and Large Expenditures By J-Pacific Gold Which Could
Force Cessation of Operations:**
  Resource exploration activities generally involve a high degree of risk. Hazards
  such as unusual or unexpected formations and other conditions are involved.
  Operations in which the Company has a direct or indirect interest will be subject
  to all the hazards and risks normally incidental to exploration, development
  and production of precious and base metals, any of which could result in work
  stoppages, damage to or destruction of exploration facilities, damage to life
  and property, environmental damage and legal liability for any or all damage.
  The Company may become subject to liability for cave-ins and other hazards for
  which it cannot insure or against which it may elect not to insure where premium
  costs are disproportionate to the Company's perception of the relevant risks.
  The payment of such insurance premiums and of such liabilities would reduce
  the funds available for exploration activities and could force the Company to
  cease operations.

|page 15
|-------

**There is the Possibility of Significant Dilution to the Present and
Prospective Shareholders of J-Pacific Gold:**
The Company's plan of operation, in part, contemplates the accomplishment of
business negotiations by the issuance of cash, securities of the Company, or a
combination of the two, and possibly, incurring debt. Any transaction
involving the issuance of previously authorized but un-issued shares of common
stock, or securities convertible into common stock, would result in dilution,
possibly substantial, to present and prospective holders of common stock.
J-Pacific Gold Currently has 4,225,000 share purchase options outstanding and
8,046,332 share purchase warrants outstanding. If all of the share purchase
warrants and share purchase options were exercised, the number of common
shares issued and outstanding would increase from 44,794,492 to 57,065,824.
This represents an increase of 27.4% in the number of shares issued and
outstanding and would result in significant dilution to current shareholders.
**The
Risks Associated with Penny Stock Classification Could Negatively Affect the
Marketability of the Common Stock of J-Pacific Gold And Shareholders Could Find
It Difficult to Sell Their Stock:**The Company's stock is
subject to "penny stock" rules as defined in 1934 Securities and Exchange Act
rule 3a51-1. The Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. The Company's common
shares are subject to these penny stock rules. Transaction costs associated with
purchases and sales of penny stocks are likely to be higher than those for other
securities. Penny stocks generally are equity securities with a price of less
than U.S. $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. 
  In addition, the penny stock rules require that prior to a transaction in a
  penny stock not otherwise exempt from such rules, the broker-dealer must make
  a special written determination that the penny stock is a suitable investment
  for the purchaser and receive the purchaser's written agreement to the transaction.
  These disclosure requirements may have the effect of reducing the level of trading
  activity in the secondary market for the Company's common shares in the United
  States and shareholders may find it more difficult to sell their shares.

|page 16
|-------

**The Company is Dependent on Key Personnel and the Absence of Any of
These Individuals Could Result in the Company Having to Cease Operations:**
The Company strongly depends on the business and technical expertise of its
management and key personnel. There is little possibility that this dependence
will decrease in the near term. As the Company's operations expand, additional
general management resources will be required, especially since the Company
encounters risks that are inherent in doing business in several countries. The
Company is dependent, in particular, on its President and CEO Mr. Nicholas T.
Ferris. Key man life insurance is in place on Mr. Ferris, its President and
CEO and Mr. Braun, its CFO.
**J-Pacific Gold Has Limited Financial Resources and Without the
Addition of Additional Capital May Not Be Able to Continue in Operation:**
The Company has limited financial resources and, if the business is not
profitable, may not be able to raise sufficient funds to sustain, continue or
expand its business. The Company currently has no meaningful revenues and
relies principally on the issuance of common shares to raise funds to finance
the day-to-day operations of the business. Current market conditions limit the
Company's ability to raise funds. If J-Pacific Gold is not able to raise
additional funds in the next 12 months, the Company's ability to continue in
business is in doubt.
**It is Difficult for
U.S. Investors to Effect Service of Process Against the Company:**The Company is incorporated under the laws of Canada. Some of the
Company's directors and officers are residents of Canada and a substantial
portion of the Company's assets are located outside of the United States.
Consequently, it may be difficult for United States investors to effect service
of process in the United States upon the Company's directors and officers or to
realize in the United States upon judgments of United States courts predicated
upon civil liabilities under the United States Securities Exchange Act of 1934,
as amended. A judgment of a U.S. court predicated solely upon such civil
liabilities would probably be enforceable in Canada by a Canadian court if the
U.S. court in which the judgment was obtained had jurisdiction, as determined by
the Canadian court, in the matter. There is substantial doubt whether an
original action could be brought successfully in Canada against any of such
persons or the Company predicated solely upon such civil liabilities.

J-Pacific Gold has $1,213,900 in Cash Deposited in a Bank Which Is In Excess
of that Financial Institution's Deposit Insurance and If the Bank Were to Fail,
J-Pacific Could Forfeit the Cash.Canadian federal insurance protects
cash held on deposit in Canadian federally insured banks. The limit on this
insurance is $60,000 per deposit. The Company has $1,213,900 in excess of this
amount on deposit with Bank of Montreal and should the bank fail, J-Pacific Gold
could lose this money.
**J-Pacific Gold is Involved in Exploration
Projects in the United States and, As Such, is Subject to the Risk of Currency
Fluctuations Between the Canadian Dollar and the U.S. Dollar Whereby the
Canadian Dollar Decreases in Value:**If the Canadian Dollar should
decrease in value relative to the U.S. Dollar, the costs, in Canadian Dollars,
to J-Pacific Gold of doing work in the United States would become higher and
have a negative effect on the operations of the Company.

|page 17
|-------

ITEM 4. INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Introduction

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

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

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

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

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

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

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

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



> 2000: $195,502 for property acquisition and exploration
>   2001: $85,731 for mineral property acquisition and exploration and capital assets
>   2002: $621,912 for mineral property acquisition and exploration and capital assets
>   2003: $1,690,055 for mineral property acquisition and exploration and capital assets
>   2004: $1,450,436 for mineral property acquisition and exploration and capital assets

|page 18
|-------

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



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

(1) deemed fair market value for shares issued

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

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

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

|page 19
|-------

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

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

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

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

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

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

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

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



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

At 12/31/2004:
$352,621 of the Company's assets were located in the United States; and,
$5,237,871 of the Company's assets were located in Canada.

At 12/31/2003: 
$478,369 of the Company's assets were located in the United States; and, 
$4,016,422 of the Company's assets were located in Canada.

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

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

Mineral Property Interests

DESCRIPTION OF PROPERTIES: (Canada)

British Columbia



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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

History, Geology, and Mineralization

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

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

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

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

QUEBEC, CANADA



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

Location and Ownership
The Company announced on February 12, 2004, that it had entered into an
option to purchase 100% of 112 staked claims and 32 map designated cells
(totalling 3,552 hectares) in Montgolfier and Orvilliers Townships, Quebec, 85
kilometres west of the town of Matagami (see Map 2). The agreement with Ressources D.
Villeneuve Inc. ("RDV") will also includes 15 additional adjacent mining claims
and 18 map designated cells staked by the Company. The property consists of 127 staked claims and 50 map designated cells
(totalling 4,830 hectares).
Upon regulatory approval, the Company made a
payment of $40,000 and issued 50,000 common shares to RDV. To maintain the
agreement, the Company made a cash payment of $40,000 on the first anniversay (Feb 2005)
and is to make additional cash payments of $40,000 by the
second anniversary, and $100,000 by the third anniversary of the
agreement. RDV retains a two percent Net Smelter Royalty, of which one and
one half percent is purchasable by the Company for $1,500,000.

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

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

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

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DESCRIPTION of PROPERTIES: (United States)

California, USA



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

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

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

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

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

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



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

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



|page 29
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History
Historically gold mining activities have been intermittent since the 1880s
with the last activity occurring in the 1950s. The old Zenda mine reportedly
produced 32,000 ounces of gold from 54,000 tons of ore from both glory hole and
underground mining. The property remained dormant until Shell Mining Inc., a
subsidiary of Shell Oil, acquired an option on the patented claims in 1984,
drilling 22 holes during the period 1985 - 1987.

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

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

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

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

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

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

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

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

|page 30
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> Cautionary Note to U.S. Investors concerning estimates of
>   Measured and Indicated ResourcesThis section uses the term "measured" and "indicated resources." We advise
>   U.S. investors that while this term is recognized and required by Canadian
>   regulations, the U.S. Securities and Exchange Commission does not recognize
>   them. U.S. investors are cautioned not to assume that part or all of mineral
>   deposits in these categories will ever be converted into reserves.







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

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



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



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

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

|page 31
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Drill Hole Program Completions to Date and Assay Analysis
During the period 1984-1996 three drill campaigns completed 81 holes
(16,620 feet) by Shell Mining, Equinox and Saga. In the early 1990s, Equinox
twinned 13 of the Shell holes, bringing the total holes to 94 (totaling some
20,500 feet). All of the drilling was completed by reverse circulation drill
methods.

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

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

Nevada, USA

Map 4 - J-Pacific Nevada Projects



|page 32
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Golden Trend Property, Nevada
The property is an early-stage exploration project, with no commercial ore
reserve developed at this time.

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

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

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

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

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

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

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

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

|page 33
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Geology and Mineralization
The Golden Trend claims are largely underlain by cherts, quartzites,
siltstones and some minor carbonates of the Ordovician Vinini Formation (group
of rocks). The western one half of the claim area is covered with overburden.

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

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

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

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

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

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

Location and Ownership

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

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

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



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

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

|page 34
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History
The Callaghan Project covers several areas of prior work, including
significant localized drilling and trenching. Little data is available for work
prior to 1988. The earliest known work on the property was carried out in the
1930's and consisted of sinking of a 60 foot deep shaft at the Rast Mine. A
minor placer gold occurrence one half mile southeast of the Rast mine was also
prospected in the 1930's. In 1969, Cache Creek Exploration Company of Reno
explored the area around the Rast mine. Exploration programs followed this work
on portions of the current property holding by Hanna Mining, Dome Exploration,
and Houston Oil and Minerals. No data are available from any of these programs.

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

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

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

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

|page 35
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The RC Property
The RC Property is an early-stage exploration project that has no developed
commercial mineral reserve.

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

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

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



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

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

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

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

|page 36
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Recommendations
The Company plans to carry out limited additional geologic mapping and
sampling in an effort to define exploratory drill target locations. Minimal work
programs are required to establish these targets. This work will be quickly
followed by a series of drill holes designed to test these targets. Estimated
costs for the first stage of exploration are US$150,000. Work will commence upon
when financing becomes available.

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

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

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

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



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

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

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

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

History
There is little evidence of early historical work on the property. A number
of old drill hole collars have been located but no data is available concerning
them.Geology
The claims are underlain by sequences of Devonian (395-345 million years) and
Mississippian (345-300 million years) carbonate and clastic rocks. The Paleozoic
(600-230 million years) rocks are cut by a high angle fault. It is the
geological setting of the property that makes it an attractive setting for a
gold resource. The high-angle fault brings the contact between the Devonian
Devil's Gate limestone and the Mississippian Chainman Formations (group of
rocks), which is a regionally permissive host for gold deposits, to within
drilling distance of the surface. Geochemical anomalies and hydrothermal
alteration characteristic of "Rain Type" deposits (a cluster of known gold
deposits near Carlin, Nevada) have been identified and indicate the possible
presence of a mineral system underlying the property.

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

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

|page 37
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Introduction
The Company is a junior resource company focused on gold exploration and mining in North America. Since its inception in 1990,
the Company has engaged in a variety of exploration activities as well as small-scale gold production. During the past four years,
the Company has been acquiring exploration properties and has been involved in a series of exploration programs on
its portfolio of properties. The significant factors shaping the Company include it's relationship with Jipangu Inc. which owns in excess 33% of
the common stock of the Company. In 2004, the Company successfully negotiated an option/joint venture agreement with
Jipangu for the exploration of the Company's Golden Trend and HC properties in Nevada, USA. Other key shareholders, such as the Top Gold AG fund,
have assisted the Company's marketing efforts to more actively promote the Company and its activities to European-based investors.

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

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

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

Financial Overview

General and administrative expenses
General and administrative expenses consist of wages, audit and legal costs, office, rent and travel.
Between 2003 and 2004, G&A increased $212,226. The Company added 1.5 full-time employees in 2004 and modified
compensation for the Company's President and CFO, resulting in a total increase in wage costs of $105,182.
Audit and legal costs increased $42,988, with the need for qualified help in preparing and vetting the Company's
earn in option agreement with Jipangu Inc. on its Golden Trend and HC properties. Travel increased $54,546, with
the Company promoting itself in Toronto at the PDAC, in New York at the New York Gold Show, in Montreal, Toronto,
New Orleans, Tokyo and, lastly, to institutional investors in Geneva. Company personnel travelled on multiple
occasions to Quebec, Ontario and Nevada to research new properties and to acquire and begin promoting the
Montgolfier property.



|**Breakdown of General and Administrative Expenses**
|----------------------------------------------------

|                | 2004    | 2003    | 2002   
|--------------- | ------- | ------- | -------
|                | $       | $       | $      
|Wages           | 245,251 | 140,069 | 105,643
|Audit and legal | 59,895  | 16,907  | 89,045 
|Office          | 208,788 | 199,649 | 244,585
|Rent            | 34,013  | 33,642  | 34,066 
|Travel          | 82,956  | 28,410  | 23,164 
|                |         |         |        
|                | 630,903 | 418,677 | 496,503
|                |         |         |        

Details the office expenses as categorized in the above table. Office consists of marketing, bank charges, interest
expense, general office and miscellaneous costs, courier, professional fees, meals, telephone, shareholder
communications, and some smaller costs such as automobile and computer repairs combined as "other". General
office consists mainly of the cost of news releases, office equipment leases, office supplies, postage and
subscriptions. A general increase in corporate activity and property portfolio size has led to a corresponding
increase in many of the activity accounts, such as phone, meals, courier, bank charges and so forth. Professional
fees increased year over year as the Company contracts with promoters and investor relations experts.



|**Breakdown of Office Expenses**
|--------------------------------

|                  | 2004    | 2003    | 2002   
|----------------- | ------- | ------- | -------
|                  | $       | $       | $      
|Marketing         | 35,098  | 31,582  | 1,443  
|Bank charges      | 1,870   | 1,597   | 899    
|Interest expense  | 4,367   | 9,224   | 2,825  
|General office    | 58,029  | 61,664  | 81,509 
|Courier           | 6,716   | 4,045   | 5,262  
|Professional fees | 65,250  | 59,584  | 128,182
|Meals             | 14,603  | 11,091  | 7,476  
|Automobile        | 1,644   | 779     | 827    
|Telephone         | 17,069  | 13,964  | 14,285 
|Communications    | 2,291   | 5,732   | 1,733  
|Other             | 1,851   | 387     | 144    
|                  |         |         |        
|                  | 208,788 | 199,649 | 244,585
|                  |         |         |        

Office expenses increase in 2004 by $9,139 from 2003. No significant changes in expenses occurred year over
year. The Company retained the services of Peter Grandich, Steven Coates and J.J. Treyvaud for promotional
and property acquisition activities. Interest expense declined in 2004 versus 2003, due to the repayment in
full of the shareholder loan to Jipangu during 2003. During 2002, $7,200 of marketing activity is included
in general office that would be included in marketing if accounted for using current practices.

Transfer agent, filing, communications
Total transfer agent and filing costs increased by $428 in 2004. The Company experienced similar filing and
transfer agent activity year over year.

Stock-based compensation
During 2004, the Company issued 1,150,000 options and recognized stock-based compensation expense of $205,342
versus 1,550,000 options in 2003 and stock-based compensation expense of $583,069. The average exercise price
of options issued in 2004 was $0.66 versus $0.62 in 2003. The lower stock-based compensation expense is mostly
attributed to the Company introducing a vesting period for new options issued in 2004. Options that have
vesting conditions are expensed over the vesting period. During 2004, 800,000 options were issued to insiders,
and 350,000 options were issued to contractors. During 2003, 850,000 options were issued to insiders,
and 700,000 options were issued to contractors.

Blackdome caretaking
In the third quarter of 2003, the Company reacquired a 100% interest in the Blackdome Mine from Jipangu Inc.
With the repurchase of Jipangu's 50% interest in Blackdome, year over year amounts are not entirely comparable.
Had the Company owned a 100% interest in Blackdome for all of 2003, total caretaking expenses would have been
$137,871. The adjusted increase of $65,398 for 2004 over 2003 is due to the Company's increased security
costs and, predominantly, the Company's decision to contract Rosco Postle & Associates to perform a GIS
compilation of all exploration and development data from the early 1980s to present day.

Other income
Interest income was $21,442 in 2004 versus $8,623 in 2003. The increased interest income was due to a higher
average cash balance during the year 2004 relative to 2003. Also, the Company invests excess cash in
interest-yielding BAs and similar investments. All cash management is done with securities and services
offered by the Company's banker, the Bank of Montreal. The Company recognized $12,000 for a crusher sold,
which had been previously written off and left on consignment. This amount is offset by a $1,000 writedown
in deposits representing a reclamation bond. Lastly, the Company received $55,191 as a management fee from
Jipangu Inc. for managing the exploration commitment as stated in the Jipangu J-Pacific Gold Golden Trend
and HC option agreement. The Company treats the management fee as a cost recovery rather than a primary source
of revenue.

Future income tax recovery
Future income tax recovery in 2004 was $243,000 versus nil in 2003. The recovery is largely tax benefits
resulting from the timing differences on exploration expenditures renounced to investors. See Critical
Accounting Policies for more information.

After 2004, the Company and most industry participants became aware of a standard format for recognizing
estimated drawdown of future income tax liabilities resulting from the timing differences on exploration
expenditures renounced to investors. In prior periods, the Company recognized the benefit in the period
in which the flow-through shares were issued. The Company and the industry now recognize the benefit in
the period in which the Company files the corresponding tax documents are filed.

Accounts receivable
Gross accounts receivable increased by $19,713. Accounts receivable comprises the Company's GST refund of $19,184
and interest receivable on marketable securities of $8,332.

Mine, property, plant and equipment
The allocations of mine, property, plant and equipment are shown in the table below.



|**Mine, property, plant and equipement**
|----------------------------------------

|                           | 2004      | 2003      | 2002   
|-------------------------- | --------- | --------- | -------
|                           | $         | $         | $      
|Property costs             | 5,450     | 5,450     | 2,725  
|Mill                       | 1,901,880 | 1,862,982 | 639,812
|Plant and mining equipment | 197,798   | 197,798   | 98,899 
|Development costs          | 107,581   | 107,581   | 53,391 
|                           |           |           |        
|                           | 2,212,709 | 2,173,811 | 794,827
|                           |           |           |        

Effective November 20, 2003, the Company acquired the remaining 50% of the issued and outstanding common
shares of No. 75 Corporate Ventures Inc. for consideration of $600,000 cash and the issuance of 1,500,000
common shares of the Company. Year ended 2002 shows only the Company's proportionate interest in the No. 75
Corporate Ventures Inc. where as the years ended 2003 and 2004 show a 100% interest in No. 75 Corporate Ventures
Inc.

The mill was built between 1985 and 1988 and hosts a floatation circuit, crusher, ball mill, coarse ore bin, back fill pump,
shop, conveyors, shaker table and furnace.  The site also hosts an assay lab, storage, electrical and many other
utility buildings.  Equipment includes a jumbo boom drill, compressors and generators, a five ton hoist, two underground
scoop trams and a fork lift among a myriad of smaller equipment, tools, and parts.  All equipment and the mill is in
good working condition.  The electrical infrastruction is fully intact with hydro poles running from the mill to the
camp. Secondary water sources are in tact providing water to the camp. A new primary water source for the mill would be
required to commence milling operations. A primary water source entails drilling a eight inch well to a depth of
approximately 600 feet at an estimated cost of $15,000.  In addition, to commence operations a 1,500 kva generator would
be required.  All adits and stopes are accessible. Road conditions throughout the site are excellent. The tailings damn
is fully maintained and inspected each year by an independent geotechnical consulting company.  To commence operations,
the Company intends to compile a three year supply of ore with grades capable of sustaining milling operations for a minimum
of eight months per annum. The current camp can accomodate a dozen people with full kitchen, sleeping and related amenities.
Camp improvements would be commensurate with the milling and or mining operation selected.  The site is fully permitted
for 200 tons per day.

In summary, the Company has a well maintained site which can be readied for recommencement of production with
short notice (less than 3 months) given the delineation of minable ore bodies.  The Company intends to seek a
sustainable ore body on the land package accumulated around the Blackdome Mine which includes Blackdome, Blackdome
South, Elizabeth and Truax.

Other assets
Other assets represent reclamation bonds in the amount of $47,969 (2003 - $24,500), a letter of credit for
indemnifying the Company for reclamation liabilities in the amount of $100,000 (2003 - $100,000), and
incorporation costs in the amount of $7,732 (2003 - $7,732). During 2004, the Company placed funds on deposit
with the Bureau of Land Management in Nevada to secure drill permits.

Accounts payable
All payables are current trade payables. Included in the year-end value for 2004 and 2003 is $20,000 for
audit and tax work related to each year. The increase in accrued liabilities in 2004 over 2003 represents
the higher level of exploration work performed late in the year in 2004, both in B.C. and in Nevada,
relative to 2003. The Company was actively conducting drilling and exploration between September and
December of 2004, while no such activity occurred in 2003 during those months.

Share capital
In January 2004, the Company completed a private placement of 1.4 million units for proceeds of $770,000.
Each unit consists of one common share and one share purchase warrant eligible for one common share at $0.75
with a two-year expiry date. In August 2004, a private placement was completed for 500,000 units for proceeds
of $300,000. Each unit consists of one common share and one half-share purchase warrant, with two half-warrants
eligible for one common share at $0.80 with a two-year expiry date. If the warrants are exercised on or before
February 28, 2005, each full warrant will qualify as a flow-through share for purposes of the Income Tax Act
(Canada). On December 22, 2004, a private placement for 830,000 units of J-Pacific was completed at a price of
$0.60 per unit for total proceeds of $498,000. Each unit consists of one common share, which will qualify as a
flow-through share for purposes of the Income Tax Act (Canada), and one half-warrant, each full warrant
entitling the holder to purchase one half additional common share of J-Pacific at a price of $0.80 per share
until December 22, 2005. Share capital was reduced by $47,524, reflecting share issuance costs during 2004.

Also, 50,000 shares were issued pursuant to the acquisition of the Company's Montgolfier property. In addition,
1,610,832 warrants were exercised at prices between $0.30 and $0.60 for proceeds of $623,583. Lastly, 175,000
options were exercised for proceeds of $35,000.

As at December 31, 2004, the Company has 44,794,492 shares issued and outstanding, The Company has 4,225,000
options outstanding, with a weighted average term to maturity of 2.69 years and a weighted average exercise
price of $0.48 each. Lastly, the Company has 8,046,332 warrants outstanding, with a weighted average term to
maturity of 0.70 years and a weighted average exercise price of $0.63 each. During the year, the Company
extended warrants due to expire on October 11, 2004, and October 31, 2004, for a period of one year. These
warrants carry an exercise price of $0.50 and $0.60 each, respectively.

Contributed surplus
This is the cumulative value of options issued since the Company adopted fair-value accounting for options.
All options are valued using the Black Scholes model. Contributed surplus amounts relating to options
exercised are moved from contributed surplus to share capital.

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

For the year ended December 31, 2003, cash used in operations was ($606,207). Net loss was ($2,352,414) with
non-cash adjustments of $17,273 for amortization, $583,069 for stock-based compensation, and $1,198,029 for
the writedown of deferred exploration charges. Changes in working capital were $18,055 for accounts receivable,
($2,999) for prepaid expenses and $($67,220) for accounts payable. Cash used in financing activities was
$2,347,389, which consisted of $2,058,800 from the proceeds of shares issued and $412,500 for proceeds
subscribed to but not yet issued and a net change in the Company shareholder loan of ($123,911). Cash flows
used in investing activities was ($980,737), consisting of ($364,055) in deferred exploration and development
and mine, property, plant and equipment charges; ($600,000) from the repurchase of the Blackdome partnership
share from Jipangu, as well as $1,361 of cash acquired on the repurchase of this joint venture; and, lastly,
($18,043) for the purchase of computer equipment and a truck.

The Company has been able to generate sufficient funds to finance a growing exploration portfolio from the
issuance of shares, the exercise of warrants and the optioning of properties. The Company's ability to
generate funds is sensitive to investor sentiment in gold exploration and gold investment, the price of
physical gold, overall demand for gold, and fiat investments and investor portfolio diversification.



|page 38
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Golden Trend HC Option Agreement
On March 2, 2004, the Company announced that it had signed a letter of intent
with Jipangu Inc. of Tokyo, Japan allowing Jipangu to earn a 50% interest in
J-Pacific's Golden Trend and HC properties in Nevada.  The letter of intent is
subject to the completion of a definitive option agreement, the satisfactory
completion of Jipangu's due diligence, and the receipt of the required
regulatory approvals.  Jipangu is a private Japanese company focused on
investments in the gold sector and is J-Pacific's largest shareholder, owning
approximately 37.4% of J-Pacific's outstanding common shares at the end of 2003.

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

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



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



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

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

Critical accounting policies

> Asset retirement obligation
> In 2004, the Company adopted the provisions of CICA 3110, which requires that the fair value of an asset
> retirement obligation be recognized in the period in which it is incurred, if a reasonable estimate of
> fair value can be made. The present value of the estimated asset retirement cost is capitalized as part
> of the carrying amount of the long-lived asset. The provisions of CICA 3110 have been accounted for
> retroactively, so that opening balances as at January 1, 2003, and affected financial statement balances
> for 2003 and prior years have been restated.
> **Asset Retirement Obligation**2004
>       2003$
>       $Balance at January 1
>       77,507
>       200,000Adoption of asset retirement obligation
>       -
>       (128,893)Accretion expense
>       6,975
>       6,400Balance at December 31
>       84,482
>       77,507For the Company, asset retirement obligations are primarily related to the abandonment of mineral-producing
> facilities. While the Company is contingently liable for mill, plant and other asset retirement obligations,
> certain of those obligations are not recognized, since the fair value cannot be estimated due to the
> uncertainty of the extent or the settlement date of the obligation.The Company has estimated the net present value of its recognized asset retirement obligations to be $84,482
> as at December 31, 2004, based on a total future liability of $200,000. These payments are expected to be
> made in the event of the abandonment of the property or during mining activity. Since no abandonment plans
> are being considered and the property is at a developmental and feasibility stage, the Company has assumed
> the payments will be made in 2014. The Company used a credit-adjusted risk-free rate of 9% to calculate the
> net present value of the asset retirement obligation.At January 1, 2003, the change resulted in an elimination of a provision for reclamation costs of $100,000,
> an increase to mine property, plant and equipment of $38,898, a retirement obligation of $71,107, and a
> reduction to the deficit of $167,791.Flow-through shares
> Resource expenditure deductions for income tax purposes related to exploration and development activities
> funded by flow-through share arrangements are renounced to investors in accordance with income tax legislation.
> Share capital is reduced and the future income tax liability is increased by the estimated cost of the renounced
> tax deductions. In December 2003, CICA released EIC - 146, Flow-Through Shares, to require that the drawdowns
> of future income tax liabilities resulting from the timing differences on exploration expenditures renounced
> to investors be credited to income in the year in which the Company completes filing all related tax documents.
> The Company chose to early-adopt the changes effective January 1, 2003, using the prospective application
> method. In 2003 the Company corrected its 2003 accounting for a tax recovery on expenses renounced in 2004.
> Had the Company chosen not to early-adopt this standard, the correction would not have been required. During
> 2004, the Company recognized a tax recovery on renounced expenses in the amount of $243,000.Stock-based compensation
> In September 2003, the CICA issued an amendment to Section 3870 - "Stock Based Compensation and Other Stock
> Based Payments." The amended section is effective for fiscal years beginning on or after January 1, 2004.
> The amendment requires that companies measure all stock-based payments using the fair-value method of
> accounting and recognize the compensation expense in their financial statements. The Company implemented
> this amended standard in its fiscal year ended December 31, 2003, on a prospective basis, in accordance
> with the early-adoption provisions of the standard. According to the transitional provisions, early
> adoption required that compensation expense be calculated and recorded in the statement of operations for
> options granted on or after January 1, 2003.Upon exercise of the stock options, consideration paid by the option holder, together with the amount
> previously recognized in contributed surplus, is recorded as an increase to share capital.

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

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

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

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

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



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

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

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

6.A. Directors and Senior Management

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6.B. Compensation

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



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

|page 42
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Options/SARs Granted/Exercised During The Most Recently Completed Fiscal Year

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



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

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

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

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

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

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

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

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

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

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

6.C. Board Practices

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

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

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

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

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

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

|page 45
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Stock Options

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

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

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

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

|page 46
|-------

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

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

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

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

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

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

|page 47
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|Table No. 10
          Stock Options Outstanding
          as of 6/1/2005
|-------------------------------------------------------------------------
|Name                                                                     
|Nicholas T. Ferris                                                       
|                                                                         
|                                                                         
|                                                                         
|Ralph Braun                                                              
|                                                                         
|                                                                         
|Cheri Pedersen                                                           
|D'Arcy G. Adam                                                           
|                                                                         
|                                                                         
|Kazuo Shuto                                                              
|                                                                         
|                                                                         
|Driffield Cameron                                                        
|                                                                         
|                                                                         
|Jean-Pierre Schumacher                                                   
|                                                                         
|                                                                         
|Manabu Kameda                                                            
|                                                                         
|                                                                         
|Consultant/Employee                                                      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Total Officers/Directors                                                 
|Total Employees/Consultants                                              
|**Total Officers/Directors/Etc.**                                        

|page 48
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. Major Shareholders

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

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

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

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

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

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

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

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

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

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

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



Trust Agreements
--- No Disclosure Necessary ---

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

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

ITEM 8. FINANCIAL INFORMATION

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

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

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

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

8.B. Significant Changes
No significant change has occurred since the date of the annual financial statements.



|page 50
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ITEM 9. THE OFFER AND LISTING

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

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

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



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

|page 51
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The TSX Venture Exchange
The TSX Venture Exchange is a result of the acquisition by the Toronto
Stock Exchange of the Canadian Venture Exchange ("CDNX") from its member firms
on 8/1/2001. The CDNX resulted from the merger between the Vancouver Stock Exchange
and the Alberta Stock Exchange that took place on 11/29/1999, to form the CDNX.
The TSX Venture Exchange currently operates as a complementary but independent
exchange from its parent, the Toronto Stock Exchange.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

a. Changing the Company name;

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

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

d. Creating a new class of shares;

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

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

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

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

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

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

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

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

m. Amending the Articles of Incorporation;

n. Shareholder approval of an amalgamation agreement;

o. Continuance of the Company into another jurisdiction;

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

q. Dissolution of the Company.

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

|page 53
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Flow-Through Common Shares
"Flow-through" shares differ from other shares of common shares in only one
aspect; all other rights of the shareholder remain unchanged.  Companies must
specifically identify the expenditures associated with the funds raised
through the sale of flow-through shares.  Companies raising capital through
flow-through shares expend the funds on natural resource/exploration
development.  The tax benefits connected with the expenditures flow through to the shareholder rather than the
corporation.  These tax benefits are available only to shareholders residing
in Canada.  Shareholders residing in the United States and other non-Canadian
shareholders, receive no tax benefits through the purchase of flow-through
shares.

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

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

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



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

|page 54
|-------

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

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

ITEM 10. ADDITIONAL INFORMATION

10.A. Share Capital

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

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

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

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

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

|page 55
|-------

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

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

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

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

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

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

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

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

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

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

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

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

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

|page 56
|-------

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

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

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

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

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

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

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

There are no limitations on the rights to own securities.

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

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

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

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

|page 57
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10.D. Exchange Controls
Canada has no system of exchange controls.  There are no Canadian restrictions
on the repatriation of capital or earnings of a Canadian public company to
non-resident investors.  There are no laws in Canada or exchange restrictions
affecting the remittance of dividends, profits, interest, royalties and other
payments to non-resident holders of the Company's securities, except as
discussed in ITEM 10, "Taxation" below.

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

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

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

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

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

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



|page 58
|-------

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

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

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

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

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

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

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



|page 59
|-------



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

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

ITEM 15. CONTROLS AND PROCEDURES
The Board of Directors has overall responsibility for reviewing the Company's
disclosure to ensure the Company provides full and plain disclosure to
shareholders and other stakeholders.  The Board discharges its
responsibilities through its committees, specifically, with respect to
financial disclosure to the Audit Committee, which is responsible for
reviewing the Company's financial reporting procedures and internal controls
to ensure full and accurate disclosure of the Company's financial position.

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

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

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

|page 60
|-------

ITEM 16. RESERVED

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

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

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

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

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

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

No other fees were paid to Morgan & Company.

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

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

|page 61
|-------



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

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

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

ITEM 19. EXHIBITS

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

|page 62
|-------

Audited Financial Statements

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

---

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

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

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

("Auditor's Logo")

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of J-Pacific Gold Inc.

We have audited the consolidated balance sheets of J-Pacific Gold Inc. as at December 31, 2004 and 2003, and
the consolidated statements of operations, cash flows, and shareholders' equity for each of the years in the
three-year period ended December 31, 2004.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial
position of the Company as at December 31, 2004 and 2003 and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 2004, in accordance with Canadian generally
accepted accounting principles.



|Vancouver, Canada | **"Morgan & Company"**
|----------------- | ----------------------
|April 8, 2005     | Chartered Accountants 

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

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

In the United States, reporting standards for auditors require the addition of an explanatory paragraph
 (following the opinion paragraph) when there is a change in accounting principles that has a material effect
 on the comparability of the Company's financial statements, such as the changes described in Notes 8 and 13
 to the consolidated financial statements. Our report to the shareholders, dated April 8, 2005, is expressed
 in accordance with Canadian reporting standards, which do not require a reference to such a change in
 accounting principles in the Auditors' Report when the change is properly accounted for and adequately
 disclosed in the financial statements.



|Vancouver, Canada | **"Morgan & Company"**
|----------------- | ----------------------
|April 8, 2005     | Chartered Accountants 



|page 63
|-------

|                                                         | **2004
          $** | **2003
          $** 
|-------------------------------------------------------- | -------------------- | ---------------------
|                                                         |                      | Restated(notes 8, 13)
|**Assets 
          Current assets**                     |                      |                      
|Cash and cash equivalents                                | 1,333,900            | 996,179              
|Accounts receivable                                      | 27,516               | 7,803                
|Prepaid expenses                                         | -                    | 2,999                
|                                                         |                      |                      
|                                                         | 1,361,416            | 1,006,981            
|                                                         |                      |                      
|**Mineral exploration properties** (note 5)              | 1,845,627            | 1,158,493            
|**Other assets** (note 6)                                | 155,701              | 132,232              
|**Other facilities and equipment** (note 7)              | 15,039               | 23,274               
|                                                         |                      |                      
|                                                         | 5,590,492            | 4,533,689            
|                                                         |                      |                      
|**Liabilities 
        Current liabilities**             |                      |                      
|Accounts payable and accrued liabilities                 | 119,392              | 46,386               
|**Asset retirement obligations** (note 8)                | 84,482               | 77,507               
|                                                         |                      |                      
|                                                         | 203,874              | 123,893              
|                                                         |                      |                      
|**Shareholders' Equity **Capital stock** (note 9)**      | 16,771,129           | 14,795,070           
|**Shares subscribed to but not issued**                  | -                    | 412,500              
|**Contributed surplus**                                  | 865,741              | 660,399              
|**Deficit**                                              | (12,250,252)         | (11,458,173)         
|                                                         |                      |                      
|                                                         | 5,386,618            | 4,409,796            
|                                                         |                      |                      
|                                                         | 5,590,492            | 4,533,689            
|                                                         |                      |                      
|                                                         |                      |                      
|**Contingencies and commitments** (notes 1, 5, 8 and 11) |                      |                      
|                                                         |                      |                      
|**Approved by the Board of Directors**                   |                      |                      



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

|page 64
|-------

|                                                         | **2004
          $** | **2003
          $**  | **2002
          $** 
|-------------------------------------------------------- | -------------------- | --------------------- | ---------------------
|                                                         |                      | Restated(Notes 8, 13) | Restated(Notes 8, 13)
|                                                         |                      |                       |                      
|**Expenses**                                             |                      |                       |                      
|Accretion and amortization                               | 17,991               | 17,273                | 13,127               
|Government, transfer agent and stock exchange fees       | 56,177               | 55,749                | 21,226               
|General and administrative                               | 630,903              | 418,677               | 496,503              
|Stock based compensation                                 | 205,342              | 583,069               | 77,330               
|Care and maintenance                                     | 203,269              | 87,121                | 57,386               
|                                                         |                      |                       |                      
|**Loss from operations**                                 | 1,113,682            | 1,161,889             | 665,572              
|                                                         |                      |                       |                      
|**Other expenses (income)**                              |                      |                       |                      
|Write-off of mineral exploration costs                   | -                    | 1,198,029             | 262,661              
|Write-off of other assets                                | -                    | -                     | 35,079               
|Foreign exchange loss                                    | 9,030                | 1,119                 | 3,055                
|Interest income                                          | (21,442)             | (8,623)               | (1,641)              
|Management fee income (note 12)                          | (55,191)             | -                     | -                    
|Option income                                            | (37,225)             | -                     | -                    
|Other income                                             | 11,000)              | -                     | (12,989)             
|                                                         |                      |                       |                      
|Loss before income taxes                                 | 1,035,079            | 2,352,414             | 951,737              
|                                                         |                      |                       |                      
|Income tax recovery                                      | (243,000)            | (134,000)             | -                    
|Correction of previously recorded tax recovery (note 13) | -                    | 134,000               | -                    
|                                                         |                      |                       |                      
|**Loss for the year**                                    | 792,079              | 2,352,414             | 951,737              
|                                                         |                      |                       |                      
|                                                         |                      |                       |                      
|                                                         |                      |                       |                      
|**Basic and diluted loss per common share**              | 0.02                 | 0.07                  | 0.03                 
|                                                         |                      |                       |                      
|                                                         |                      |                       |                      
|**Weighted average number of common shares outstanding** | 43,162,173           | 35,964,696            | 31,171,513           
|                                                         |                      |                       |                      

|page 65
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|                                                           | **2004
          $**                   | **2003
          $**  | **2002
          $** 
|---------------------------------------------------------- | -------------------------------------- | --------------------- | ---------------------
|                                                           |                                        |                       | Restated(Notes 8, 13)
|**Cash flows from (used in) operating activities**         |                                        |                       |                      
|Loss for the year                                          | (792,079)                              | (2,352,414)           | (951,737)            
|Items not affecting cash                                   |                                        |                       |                      
|                                                           | Accretion and amortization             | 17,991                | 17,273               
|                                                           | Stock based compensation               | 205,342               | 583,069              
|                                                           | Write-off of mineral exploration costs | -                     | 1,198,029            
|                                                           | Write-off of other assets              | -                     | -                    
|                                                           | Future income tax recovery             | (243,000)             | -                    
|Change in non-cash working capital items                   |                                        |                       |                      
|                                                           | Accounts receivable                    | (19,713)              | 18,055               
|                                                           | Prepaid expenses                       | 2,999                 | (2,999)              
|                                                           | Accounts payable                       | 73,006                | (67,220)             
|                                                           |                                        |                       |                      
|                                                           | (755,454)                              | (55,454)              | (530,200)            
|                                                           |                                        |                       |                      
|**Cash flows from (used in) financing activities**         |                                        |                       |                      
|Proceeds from the issue of common shares                   | 1,814,083                              | 2,058,800             | 1,215,500            
|Shares subscribed to but not yet issued                    | -                                      | 412,500               | -                    
|Share issuance cost                                        | (47,524)                               | -                     | -                    
|Increase in shareholder loan                               | -                                      | 5,663                 | 170,755              
|Repayment of shareholder loan                              | -                                      | (129,574)             | (86,741)             
|                                                           |                                        |                       |                      
|                                                           | 1,766,559                              | 2,347,389             | 1,299,514            
|                                                           |                                        |                       |                      
|**Cash flows from (used in) investing activities**         |                                        |                       |                      
|Mine property, plant and equipment                         | -                                      | (400)                 | (32,481)             
|Mineral exploration properties                             | (847,895)                              | (363,655)             | (543,174)            
|Proceeds from the sale of option interest to related party | 200,761                                | -                     | -                    
|Repurchase of joint venture from related party             | -                                      | (600,000)             | -                    
|Cash acquired on repurchase of joint venture               | -                                      | 1,361                 | -                    
|Reclamation deposits                                       | (23,469)                               | -                     | (4,463)              
|Purchase of other capital assets                           | (2,781)                                | (18,043)              | (1,157)              
|                                                           |                                        |                       |                      
|                                                           | (673,384)                              | (980,737)             | (572,349)            
|                                                           |                                        |                       |                      
|**(Decrease) increase in cash and cash equivalents**       | 337,721                                | 760,445               | 196,965              
|                                                           |                                        |                       |                      
|**Cash and cash equivalents - end of year**                | 1,333,900                              | 996,179               | 235,734              
|                                                           |                                        |                       |                      
|                                                           |                                        |                       |                      
|                                                           | **2004
	          $**                  | **2003
	          $** | **2002
	          $**
|Income taxes paid                                          | -                                      | -                     | -                    
|Interest paid                                              | 4,367                                  | 9,638                 | 2,835                
|                                                           |                                        |                       |                      
|                                                           |                                        |                       |                      

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

|                                                      | **2004
          $** | **2003
          $** | **2002
          $**
|----------------------------------------------------- | -------------------- | -------------------- | --------------------
|Shares issued in repurchase of joint venture interest | -                    | 690,000              | -                   
|Shares issued for property                            | 40,000               | 36,400               | 45,100              
|                                                      |                      |                      |                     
|                                                      | 40,000               | 726,400              | 45,100              
|                                                      |                      |                      |                     

|page 66
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|                                                              | Common Shares    |                          |                                 |                    
|------------------------------------------------------------- | ---------------- | ------------------------ | ------------------------------- | -------------------
|                                                              | Number of Shares | At Par Value
          $ | Contributed Surplus
          $ | Deficit
          $
|                                                              |                  |                          |                                 |                    
|                                                              |                  |                          |                                 |                    
|Change in accounting for asset retirement obligation (note 8) |                  |                          |                                 | 173,662            
|Shares issued for cash                                        | 2,210,000        | 616,500                  |                                 |                    
|Shares issued for cash - flow through                         | 1,649,999        | 495,000                  |                                 |                    
|Options exercised for cash                                    | 270,000          | 54,000                   |                                 |                    
|Warrants exercised for cash                                   | 100,000          | 50,000                   |                                 |                    
|Shares issued pursuant to property agreements                 | 110,000          | 45,100                   |                                 |                    
|Stock based compensation                                      |                  |                          | 77,330                          |                    
|Change in accounting for asset retirement obligation (note 8) |                  |                          |                                 | (5,871)            
|Net loss for the year as previously reported                  |                  |                          |                                 | (945,866)          
|                                                              |                  |                          |                                 |                    
|                                                              |                  |                          |                                 |                    
|Shares issued for cash                                        | 4,075,000        | 1,630,000                |                                 |                    
|Shares issued for cash - flow through                         | 550,000          | 220,000                  |                                 |                    
|Shares scubcribed to but not yet issued                       |                  | 412,500                  |                                 |                    
|Warrants exercised for cash                                   | 169,335          | 65,467                   |                                 |                    
|Warrants exercised for cash - flow through                    | 250,000          | 133,333                  |                                 |                    
|Options exercised for cash                                    | 50,000           | 10,000                   |                                 |                    
|Shares issued pursuant to property agreements                 | 140,000          | 36,400                   |                                 |                    
|Shares issued for repurchase of joint venture                 | 1,500,000        | 690,000                  |                                 |                    
|Stock based compensation                                      |                  |                          | 583,069                         |                    
|Change in accounting for asset retirement obligation (note 8) |                  |                          |                                 | (6,400)            
|Correction to previously recorded tax recovery (note 8)       |                  |                          |                                 | (134,000)          
|Net loss for the year as perviously reported                  |                  |                          |                                 | (2,212,014)        
|                                                              |                  |                          |                                 |                    
|**Balance at December 31, 2003 as restated**                  | 40,228,660       | 15,207,570               | 660,399                         | (11,458,173)       
|                                                              |                  |                          |                                 |                    
|Shares issued for cash                                        | 1,400,000        | 357,500                  |                                 |                    
|Shares issued for cash - flow through                         | 1,330,000        | 798,000                  |                                 |                    
|Warrants exercised for cash                                   | 1,560,832        | 593,583                  |                                 |                    
|Warrants exercised for cash - flow through                    | 50,000           | 30,000                   |                                 |                    
|Options exercised for cash                                    | 175,000          | 35,000                   |                                 |                    
|Shares issued pursuant to property agreements                 | 50,000           | 40,000                   |                                 |                    
|Share issuance costs                                          |                  | (47,524)                 |                                 |                    
|Stock based compensation                                      |                  |                          | 205,342                         |                    
|Tax benefit on flow through shares                            |                  | (243,000)                |                                 |                    
|Net loss for the year                                         |                  |                          |                                 | (792,079)          
|                                                              |                  |                          |                                 |                    
|**Balance at December 31, 2004**                              | 44,794,492       | 16,771,129               | 865,741                         | (12,250,252)       
|                                                              |                  |                          |                                 |                    

|page 67
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|**1** | **Going concern and nature of operations**
	  J-Pacific Gold Inc. (the "Company") has an accumulated deficit of $12,250,252 at December 31, 2004.  Although
	  the Company had a working capital surplus of $1,242,024 at the end of the 2004 year, additional financing is
	  required to sustain the Company at the current rate of expenditure and to meet its spending commitments to
	  keep the Blackdome Mine and its exploration and development projects in good standing.In the event that continued financial support or additional financing is not available, there would be doubt
	  about the Company's ability to continue as a going concern.These consolidated financial statements are prepared on a going concern basis, which implies that the
	  Company will continue realizing its assets and discharging its liabilities in the normal course of
	  business.  Accordingly, they do not give effect to any of the adjustments that would be necessary should
	  the Company be unable to continue as a going concern and therefore be required to realize its assets and
	  liquidate its liabilities, contingent obligations and commitments in other than the normal course of
	  business and at amounts different from those in these consolidated financial statements.The Company is in the process of exploring its mineral properties and investigating other possible
	  property acquisitions and is considered to be an exploration stage company.  The recoverability of
	  the amounts shown for exploration and development properties is dependent on the existence of economically
	  recoverable reserves, the ability of the Company to obtain necessary financing to complete this development,
	  and future profitable production.Although the Company has taken steps to verify title to mineral properties in which it has an interest,
	  according to the usual industry standards for the current stage of exploration of such properties, these
	  procedures do not guarantee the Company's title.  Such properties may be subject to prior agreements or
	  transfers and title may be affected by undetected defects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**2** | **Summary of significant accounting policies**
	  The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements:
	  Accounting principles
	  The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles as
	  prescribed by The Canadian Institute of Chartered Accountants (CICA).Basis of consolidation
	  The consolidated financial statements include the accounts of J-Pacific Gold Inc. and it's direct and indirect subsidiaries, Equinox
	  Resources (Calif.) Inc., Golden Trend Resources Inc., Auric Resources Inc. and No. 75 Corporate Ventures Inc.Use of estimates
	  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make
	  estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities
	  at the date of the consolidated financial statements and the reported amount of revenues and expenses for the years then ended.
	  Actual results may differ from these estimates.Foreign currency translation
	  The operations of the Company's foreign subsidiaries are translated into Canadian dollars using the temporal method as follows:
	  monetary assets and liabilities at the rates of exchange prevailing at the balance sheet date; other assets and liabilities at the
	  applicable historical exchange rates; and revenues and expenses at the average rate of exchange for the year, except for non-monetary
	  expenses which are at the rates used for the translation of the related assets.  Gains and losses on translation are included in the
	  consolidated statement of loss and deficit.Financial instruments
	  The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued
	  liabilities.  Fair value approximates carrying value since the instruments are short term in nature and are receivable or payable on demand.Cash and cash equivalents
	  Cash and cash equivalents consist of cash and short term deposits with maturities of no more than ninety days when acquired.Mine property, plant and equipment
	  Mine property, plant and equipment are recorded at cost.  The cost of the mine property includes acquisition and betterment
	  costs including directly attributable overhead costs incurred prior to the removal of the assets from service.  Depletion of mine
	  property, plant and equipment costs will be provided using the unit-of-production method based on estimated proven and probable ore reserves.Mineral exploration costs
	  The Company capitalizes exploration expenditures directly related to specific mineral properties until such time as the
	  extent of mineralization has been determined and the mineral properties are either sold, developed or the Company's mineral rights
	  are allowed to lapse.  Capitalized costs are amortized over the useful life of the ore body following commencement of commercial
	  production or written off if the property is sold or abandoned.Under Canadian Generally Accepted Accounting Principles, acquisition costs include initial vendor payments, staking costs at the date
	  of acquisition and subsequent property staking, lease and royalty payments required to maintain ownership title. Options and royalties
	  are exercisable entirely at the discretion of the optionee, and accordingly, the related amounts are recorded only upon payment or receipt.
	  Option income receipts on subcontracted properties reduce capitalized exploration costs and amounts in excess of capitalized costs are
	  recorded as income.  General exploration costs including the Company's Zenda property are expensed as incurred.Office facilities and equipment
	  Office facilities and equipment are comprised of computer equipment, office equipment and leasehold improvements.  Amortization
	  is provided on the straight-line method as stated in note 7 over the estimated useful lives of the assets or the initial term of the lease.Long-lived assets
	  Long-lived assets include mine property, plant and equipment and mineral exploration properties.  Long-lived assets are tested for
	  impairment annually and whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.
	  arrying amounts are written off to the extent capitalized costs exceed the expected undiscounted net cash flows from their use and
	  eventual disposition proceeds. Management's estimate of recoverable proven and probable reserves is subject to risks and uncertainties
	  of change affecting the recoverability of the Company's investment in mining and mineral properties.  Although management has made
	  its best estimate of these factors based on current conditions, it is possible that changes could occur in the near term that could
	  adversely affect management's estimate of the recoverability of mining and mineral properties and capitalized costs and the need for
	  asset impairment write-downs.An exploration property is considered impaired when the Company has abandoned exploration on the property and the property no
	  longer plays a significant strategic roll in developing a mineral resource. Uncertainty regarding the interpretation and application
	  of laws can also lead to the impairment of an exploration property. In circumstances of regulatory uncertainty where the exploration
	  property is not abandoned, the Company will expense associated exploration costs.Asset retirement obligations
	  The Company follows the CICA accounting standard with respect to asset retirement obligations.  Under the standard, legal obligations
	  associated with the retirement of tangible long-lived assets are recorded as liabilities.  The liabilities are calculated using the
	  net present value of the cash flows required to settle the obligations.  A corresponding amount is capitalized to the related asset.
	  Asset retirement costs are charged to earnings in a manner consistent with the depreciation, depletion and amortization of the
	  underlying assets.  The liabilities are subject to accretion over time for changes in the fair value of the obligations.It is possible that the Company's estimates of its ultimate asset retirement obligations could change as a result of changes in
	  regulations, the extent of environmental remediation required, the means of reclamation or cost estimates.  Changes in estimates are
	  accounted for prospectively from the period the estimate is revised.Share issuance costs
	  Costs directly identifiable with the raising of share capital financing are charged against share capital.  Indirect share issues costs,
	  such as legal and printing, are charged to operations and deficit.  Direct share issuance costs incurred in advance of share subscriptions
	  are recorded as deferred financing costs.  If the related share subscriptions are not completed the deferred costs are charged to operations.Stock based compensation
	  The Company's Option Plan provides for granting of stock options to directors, officers and employees.  The Company uses the fair
	  value method for valuing stock option grants.  Compensation costs attributable to share options granted are measured at fair value
	  at the grant date and are expensed over vesting periods with a corresponding increase to contributed surplus.  Upon exercise of the
	  stock options, consideration paid by the option holder together with the amount previously recognized in contributed surplus is
	  recorded as an increase to capital stock.Flow-through shares
	  Resource expenditure deductions for Canadian income tax purposes related to Canadian exploration and development activities funded by
	  flow-through share arrangements are renounced to investors in accordance with income tax legislation.  The Company follows the
	  accounting prescribed by the CICA Emerging Issues Committee (EIC) in EIC-146 "Flow-through Shares".  On the date the expenditures
	  are renounced, the Company records the income tax benefit arising from the renunciation as a recovery of income taxes in the
	  statement of operations and a corresponding reduction in the share capital amounts recorded from the sale of the flow-through
	  shares proceeds.Income taxes
	  Income taxes are calculated using the liability method of accounting.  Temporary differences arising from the difference between
	  the tax basis of an asset or liability and its carrying amount on the balance sheet are used to calculate future income tax
	  liabilities or assets.  The future income tax liabilities or assets are measured using tax rates and laws expected to apply in
	  the periods that the temporary differences are expected to reverse.  Valuation allowances are provided where (net) future income
	  tax assets are not more likely than not to be realized.Loss per share
	  Basic loss per share is calculated using the weighted average number of shares issued and outstanding during the year.  Diluted
	  loss per share is calculated using the treasury stock method.  No shares were added to the weighted average number of common shares
	  outstanding during the years ended December 31, 2005 and 2004 for the dilutive effect of employee stock options and warrants as
	  they were all anti-dilutive.Comparative figures
	  Certain of the prior years' comparative figures have been reclassified to conform to the current year's presentation.

|page 68
|-------

|3 | Acquisition of a subsidiary
|- | ---------------------------



| | Effective November 20, 2003, the Company acquired the remaining 50% of the issued and outstanding common shares of
	  No. 75 Corporate Ventures Inc. ("No. 75") from Jipangu Inc. for consideration of $600,000 cash and the issuance of 1,500,000
	  common shares of the Company.  These consolidated financial statement include 100% of the accounts of No. 75 at December 31, 2003.
	  The acquisition has been accounted for using the purchase method and is summarized below.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Current assets (including cash of $1,361) | 1,879    
| | ----------------------------------------- | ---------
| | Deposits                                  | 10,000   
| | Mine property, plant and equipment        | 1,378,584
| |                                           |          
| |                                           | 1,390,463
| | Current liabilities                       | (463)    
| | Long-term liabilities                     | (100,000)
| |                                           |          
| | Long-term liabilities                     | 1,290,000
| |                                           |          

|4 | Mine property, plant and equipment                                           |                      |                 
|- | ---------------------------------------------------------------------------- | -------------------- | ----------------
|  |                                                                              | **2004
          $** | 2003
          $
|  | Property costs                                                               | 5,450                | 5,450           
|  | Mill                                                                         | 1,901,880            | 1,862,982       
|  | Plant and mining equipment                                                   | 197,798              | 197,798         
|  | Development costs                                                            | 107,581              | 107,581         
|  |                                                                              |                      |                 
|  |                                                                              | 2,212,709            | 2,173,811       
|  | Adjustment for change in accounting for asset retirement obligation (note 8) | -                    | 38,898          
|  |                                                                              |                      |                 
|  |                                                                              | 2,212,709            | 2,212,709       
|  |                                                                              |                      |                 

|5 | Mineral exploration properties                                                                      
|- | ----------------------------------------------------------------------------------------------------
|  | Costs incurred by the Company for acquisition and exploration of mineral properties are shown below:



| |                     |              |              |                                   |                       | 2004     
| | ------------------- | ------------ | ------------ | --------------------------------- | --------------------- | ---------
| |                     |              |              |                                   |                       |          
| |                     | Acquisition$ | Exploration$ | Costs writtenoff during the year$ | Option interest sold$ | Total$   
| |                     |              |              |                                   |                       |          
| | Zenda (a)           | -            | -            | -                                 | -                     | -        
| | Golden Trend (b)    | 129,748      | 144,157      | -                                 | (129,541)             | 144,364  
| | HC (c)              | 58,596       | 12,624       | -                                 | (71,220)              | -        
| | Callaghan (e)       | 21,834       | 56,617       | -                                 | -                     | 78,451   
| | RC (f)              | 58,596       | 46,741       | -                                 | -                     | 105,337  
| | Elizabeth (g)       | 115,995      | 1,032,429    | -                                 | -                     | 1,148,424
| | Blackdome South (h) | -            | 175,492      | -                                 | -                     | 175,492  
| | Truax (i)           | 15,877       | 9,517        | -                                 | -                     | 25,394   
| | Montgolfier (j)     | 80,000       | 88,165       | -                                 | -                     | 168,165  
| |                     |              |              |                                   |                       |          
| |                     | 480,646      | 1,565,742    | -                                 | (200,761)             | 1,845,627
| |                     |              |              |                                   |                       |          



| |                     |              |              |                                   |                       | 2003     
| | ------------------- | ------------ | ------------ | --------------------------------- | --------------------- | ---------
| |                     |              |              |                                   |                       |          
| |                     | Acquisition$ | Exploration$ | Costs writtenoff during the year$ | Option interest sold$ | Total$   
| |                     |              |              |                                   |                       |          
| | Zenda (a)           | 422,999      | 1,058,915    | (1,198,029)                       | (283,885)             | -        
| | Golden Trend (b)    | 117,712      | 156,193      | -                                 | -                     | 273,905  
| | HC (c)              | 38,520       | 32,700       | -                                 | -                     | 71,220   
| | Callaghan (e)       | 15,244       | 40,709       | -                                 | -                     | 55,953   
| | RC (f)              | 38,520       | 36,551       | -                                 | -                     | 75,071   
| | Elizabeth (g)       | 71,500       | 409,958      | -                                 | -                     | 481,458  
| | Blackdome South (h) | -            | 175,492      | -                                 | -                     | 175,492  
| | Truax (i)           | 15,877       | 9,517        | -                                 | -                     | 25,394   
| |                     |              |              |                                   |                       |          
| |                     | 720,372      | 1,920,035    | (1,198,029)                       | (283,885)             | 1,158,493
| |                     |              |              |                                   |                       |          

| | a) | Zenda                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | The Company has a 100% interest in the Zenda Gold Mine located near Bakersfield, California.
	  During 2003, California amended its Surface Mining and Reclamation Act ("SMARA"). In light of uncertainty
	  caused by these amendments, the Company wrote-down the acquisition and related deferred exploration
	  expenditures.  However, the Company does not intend to abandon this property.The agreement requires the Company to issue to the vendors a maximum of 2,050,000 common shares, of which
	  1,000,000 common shares have been issued.  The vendors can earn up to an additional 550,000 shares
	  dependant upon completing a facility.  The final 500,000 shares will be issued when the Company
	  recovers its pre-production expenses.The vendors retain a 25% net profits interest after capital payback to the Company and a 5% net smelter
	  royalty (NSR) is payable to underlying interests.  To date, $435,773 (2003 - $435,773) of royalties
	  has been prepaid against this obligation, and is included in deferred exploration costs.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | b) | Golden Trend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | Golden Trend consists of 111 unpatented mining claims in Eureka County, Nevada.  Of the 111 claims,
	  90 are subject to a 3% NSR of which 2% NSR may be purchased.  The Company must pay US $10,000 each
	  year as an advance royalty on the NSR.  As of 2004, a company who has optioned a 50% interest in the
	  property has assumed the royalties (Note 5d).  To date the Company has issued 100,000 common shares
	  against the property and paid against the obligation  $117,712 (2003 - $117,712) of royalties; they
	  are included in deferred exploration costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | c) | HC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | On May 23, 2002, the Company entered into a ten-year lease agreement with an option to purchase the
	  twenty unpatented claims of the HC Project, an early stage gold exploration project located in Eureka
	  County, Nevada.  The lease is renewable for an additional ten-year term.  To date, CDN$22,318
	  (2003 - $22,318) of royalties have been paid and will be applied against this obligation if the
	  property commences production, and 50,000 shares have been issued; the costs are included in deferred
	  exploration costs. As of 2004, a company who has optioned a 50% interest in the property has assumed
	  the royalties (Note 5d).  Following the cumulative expenditure of US$500,000, the Company has an
	  option to purchase 100% of the property, subject to royalty payments, for US$20,000.  The claims
	  are subject to a 3% NSR of which 2% NSR may be purchased.In 2002, the Company staked an additional thirty unpatented mining claims, adjacent to the original twenty.                                                     



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



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



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



| | f) | RC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | On May 23, 2002, the Company entered into a ten-year lease agreement with an option to purchase
	  the twenty unpatented claims of the RC Project, an early stage gold exploration project located in
	  Elko County, Nevada.  The lease is renewable for additional ten-year terms.  To date, CDN$42,394
	  (2003 - $22,318) of royalties have been paid and will be applied against this obligation if the
	  property commences production, and 50,000 shares have been issued; the costs are included in
	  deferred exploration costs.  Following the cumulative expenditure of US$500,000, the Company has
	  an option to purchase 100% of the property, subject to royalty payments, for US$20,000.  The
	  claims are subject to a 3% NSR of which 2% NSR may be purchased.In 2002, the Company staked an additional forty-one unpatented mining claims, adjacent to the original twenty.



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



| | g) | Elizabeth                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | On May 23, 2002, the Company entered into option to purchase agreements for the four crown granted mineral
	  claims known as the "Elizabeth Property" and for surrounding mineral claims known as the "Blue Claims" in
	  the Lillooet Mining District, British Columbia, Canada.  In October 2002, the Company staked an additional
	  24 mineral claims.  Collectively, the claims are referred to as the "Elizabeth Project."  The property is an
	  early-stage exploration project, located roughly 35 kilometres northeast of the former gold mining town of
	  Bralorne and 30 kilometres south of the Blackdome Gold Mine.
	  Crown Grants
	  To date, CDN$25,000 (2003 - $15,000) of option payments have been paid and 100,000 shares have been
	  issued, the costs are included in deferred exploration costs. The Company has exceeded all work
	  commitments to date.  The claims are subject to a 4% NSR of which 2% NSR may be purchased.In 2004, the Company added six claim blocks to its Elizabeth land package.



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



| |  | Blue Claims
	  To date, CDN$12,000 (2003 - $7,000) of option payments have been paid and 50,000 shares have been issued,
	  the costs are included in deferred exploration costs. The Company has exceeded all work commitments to
	  date. The claims are subject to a 3% NSR of which 2% NSR may be purchased.In addition to the above terms, to complete the exercise of both option agreements, the Company must
	  complete a feasibility study prepared by an independent mining engineer.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | h) | Blackdome South                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | During 2002, the Company staked a total of 341 mineral claim units contiguous to the south of
	  the Blackdome Gold Mine project in the Clinton mining division of British Columbia.  These claims
	  have been named the "Blackdome South" project and are held 100% by the Company.                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | i) | Truax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In 2002, the Company staked a total of 94 mineral claim units contiguous to the historic Bridge
	  River Mining Camp in the Lillooet mining division of British Columbia.  These claims are 100 %
	  held by the Company.                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | j) | Montgolfier                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | On February 12, 2004, the Company entered into an option to purchase 100% of 112 staked claims and
	  32 map-designated cells (totaling 3,552 hectares) in Montgolfier and Orvilliers Townships, Quebec.
	  To date cash payments of CDN$40,000 have been made, and 50,000 shares have been issued; the costs
	  are included in deferred exploration costs.  The claims are subject to a 2% NSR of which 1.5%
	  NSR may be purchased.During 2004, the Company staked an additional sixteen unpatented mining claims, adjacent to the
	  original one hundred and twelve.



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



|page 69
|-------

|6 | Other assets                                                                                                                                                                                                                                     
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | Other assets include a payment made by the Company for a partial indemnification of site restoration
	  costs of $100,000 (2003 - $100,000), reclamation deposits paid by the Company of $47,969
	  (2003 - $24,500) and other intangible assets.



|7 | Office facilities and equipment
|- | -------------------------------

| |                        |                     |         |                           | 2004  
| | ---------------------- | ------------------- | ------- | ------------------------- | ------
| |                        |                     |         |                           |       
| |                        | Amortization period | Cost$   | Accumulated amortization$ | Net$  
| |                        |                     |         |                           |       
| | Computer hardware      | 3 years             | 50,670  | (44,474)                  | 6,196 
| | Office equipment       | 7 years             | 26,433  | (22,070)                  | 4,363 
| | Leasehold improvements | 7 years             | 16,350  | (14,482)                  | 1,868 
| | Vehicle                | 2 years             | 7,116   | (4,504)                   | 2,612 
| |                        |                     |         |                           |       
| |                        |                     | 100,569 | (85,530)                  | 15,039
| |                        |                     |         |                           |       



| |                        |                     |        |                           | 2003  
| | ---------------------- | ------------------- | ------ | ------------------------- | ------
| |                        |                     |        |                           |       
| |                        | Amortization period | Cost$  | Accumulated amortization$ | Net$  
| |                        |                     |        |                           |       
| | Computer hardware      | 3 years             | 48,961 | (38,907)                  | 10,054
| | Office equipment       | 7 years             | 25,361 | (20,888)                  | 4,473 
| | Leasehold improvements | 7 years             | 16,350 | (13,858)                  | 2,492 
| | Vehicle                | 2 years             | 7,116  | (861)                     | 6,255 
| |                        |                     |        |                           |       
| |                        |                     | 97,788 | (74,514)                  | 23,274
| |                        |                     |        |                           |       



|8 | Asset retirement obligation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | In 2004, the Company adopted the provisions of CICA 3110, which requires that the fair value of an
	  asset retirement obligation be recognized in the period in which it is incurred if a reasonable
	  estimate of fair value can be made.  The present value of the estimated asset retirement cost is
	  capitalized as part of the carrying amount of the long-lived asset.  The provisions of CICA 3110
	  have been accounted for retroactively so that opening balances as at January 1, 2003 and affected
	  financial statement balances for 2003 have been restated.For the Company, asset retirement obligations are primarily related to the abandonment of mineral
	  producing facilities.  While the Company is contingently liable for mill, plant and other asset
	  retirement obligations, certain of those obligations are not recognized since the fair value
	  cannot be estimated due to the uncertainty of the extent or the settlement date of the obligation.The Company has estimated the net present value of its recognized asset retirement obligations to be
	  $65,236 as at January 1, 2002. The original future liability of $200,000 has been adjusted by $173,662
	  to reflect the present value of the liability.These payments are expected to be made in the event of the abandonment of the property or during mining activity.
	  Since no abandonment plans are being considered and the property is at a developmental and
	  feasibility stage the Company has assumed the payments will be made in 2014. The Company used a
	  credit adjusted risk free rate of nine percent to calculate the net present value of the asset
	  retirement obligation.



| |                        | 2004$  | 2003$  | 2002$ 
| | ---------------------- | ------ | ------ | ------
| | Balance at January 1   | 77,507 | 71,107 | 65,236
| | Accretion expense      | 6,975  | 6,400  | 5,872 
| |                        |        |        |       
| | Balance at December 31 | 84,482 | 77,507 | 71,107
| |                        |        |        |       



|9 | Capital stock                                           
|- | --------------------------------------------------------
|  | Authorized: 100,000,000 common shares without par value.
|  |                                                         
|  | Issued:                                                 
|  | a)                                                      
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
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|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  | b)                                                      
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  | b)                                                      
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         
|  |                                                         

|page 70
|-------

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**10** | **Stock options and warrants outstanding**
		The Company has a stock option plan that provides for the issuance of options
		to its directors, officers and employees.  The maximum number of outstanding options
		must be no more than 10% of the issued and outstanding shares at any point in time.
		The term of the options must be no longer than 10 years and the directors determine
		the vesting period. Amounts recorded for stock based compensation on options vested
		are as follows:



| |                         | **2004
          $** | 2003
          $ | 2002
          $
| | ----------------------- | -------------------- | ---------------- | ----------------
| | Consulting              | 114,529              | 263,098          | 77,330          
| | Employees and directors | 90,813               | 319,971          | -               
| |                         |                      |                  |                 
| |                         | 205,342              | 583,069          | 77,330          
| |                         |                      |                  |                 



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



| |                         | **2004**  | 2003    | 2002   
| | ----------------------- | --------- | ------- | -------
| |                         |           |         |        
| | Risk free interest rate | 2%        | 3%      | 3%     
| | Expected life           | 3.5 years | 5 years | 4 years
| | Expected volatility     | 121%      | 144%    | 157%   
| | Expected dividend yield | -         | -       | -      



| | The weighted average of fair value of options granted or vested during the year
	was $0.32 (2003 - $0.38; 2002 - $0.18).
	The following table summarizes information about the options at December 31, 2005, 2004 and 2003
	and the changes for the years then ended:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|



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



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



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



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



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



|page 71
|-------

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

| |                                 | **Number ofwarrants** | **2004Weighted
          average
          exercise
          price
          $** | Number ofwarrants | 2003Weighted
          average
          exercise
          price
          $ | Number ofwarrants | 2002Weighted
          average
          exercise
          price
          $
| | ------------------------------- | --------------------- | --------------------------------------------------------------------------------- | ----------------- | ----------------------------------------------------------------------------- | ----------------- | -----------------------------------------------------------------------------
| |                                 |                       |                                                                                   |                   |                                                                               |                   |                                                                              
| | Warrants outstanding -          | 8,145,831             | 0.54                                                                              | 3,640,166         | 0.44                                                                          | -                 | -                                                                            
| | Beginning of year               |                       |                                                                                   |                   |                                                                               |                   |                                                                              
| | Issued in connection with stock | 2,178,000             | 0.77                                                                              | 4,925,000         | 0.60                                                                          | 3,740,166         | 0.45                                                                         
| | Exercised for common shares     | (1,610,832)           | 0.39                                                                              | (419,335)         | 0.47                                                                          | (100,000)         | 0.50                                                                         
| | Expired                         | (666,667)             | 0.50                                                                              | -                 | -                                                                             | -                 | -                                                                            
| |                                 |                       |                                                                                   |                   |                                                                               |                   |                                                                              
| | Warrants outstanding -          |                       |                                                                                   |                   |                                                                               |                   |                                                                              
| | End of year                     | 8,046,332             | 0.63                                                                              | 8,145,831         | 0.54                                                                          | 3,640,166         | 0.44                                                                         
| |                                 |                       |                                                                                   |                   |                                                                               |                   |                                                                              



| | J-Pacific warrants are exercisable ONLY for common stock. The
	following table summarizes information about warrants outstanding and exercisable at
	December 31, 2004:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | **Exercise
          price
          $** | **Warrants
          outstanding** | **Weighted average
          remaining 
          contracted life 
          (years)** | **Weighted
          average
          exercise price
          $**
| | ---------------------------------------- | ---------------------------------- | -------------------------------------------------------------------------------------- | -------------------------------------------------------------------
| | 0.50                                     | 1,076,665                          | 0.78                                                                                   | 0.50                                                               
| | 0.60                                     | 4,791,667                          | 0.54                                                                                   | 0.60                                                               
| | 0.75                                     | 1,400,000                          | 1.04                                                                                   | 0.75                                                               
| | 0.80                                     | 778,000                            | 0.89                                                                                   | 0.80                                                               
| |                                          |                                    |                                                                                        |                                                                    
| |                                          | 8,046,332                          | 0.70                                                                                   | 0.63                                                               
| |                                          |                                    |                                                                                        |                                                                    



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



| | **Number ofwarrants** | **Exerciseprice$** | **Original expirydate** | **New expirydate**
| | --------------------- | ------------------ | ----------------------- | ------------------
| | 1,076,665             | 0.50               | October 11, 2004        | October 11, 2005  
| | 416,667               | 0.60               | October 31, 2004        | October 31, 2005  
| | 50,000                | 0.60               | October 31, 2004        | October 31, 2005  

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



|page 72
|-------

|11 | Commitments                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Effective September 1, 2003, the company entered into an amended lease agreement for office space for a
	two year period expiring August 31, 2005. The company has also committed to certain operating leases and
	loan payments for the acquisition of vehicles. The future minimum lease payments required under these
	agreements are:



| |      | Office$ | Vehicles$
| | ---- | ------- | ---------
| |      |         |          
| | 2005 | 24,168  | 18,504   
| | 2006 | -       | 18,504   
| | 2007 | -       | 18,504   
| | 2008 | -       | 8,767    
| | 2009 | -       | -        



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



|13 | Income taxes                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------
|   | A reconciliation of the expected income tax expense (benefit) to the actual income tax expense (benefit) is as follows:



| |                                                  |             |             |            
| | ------------------------------------------------ | ----------- | ----------- | -----------
| |                                                  | **2004$**   | 2003$       | 2002$      
| | Statutory rates                                  | 36%         | 38%         | 40%        
| | Loss before income taxes                         | (1,035,000) | (2,352,000) | (951,000)  
| |                                                  |             |             |            
| | Income tax recovery at statutory rate            | (369,000)   | (885,000)   | (380,000)  
| | Loss of foriegn subsidiaries taxed at lower rate | 8,000       | 433,000     | 6,000      
| | Stock based compensation                         | 73,000      | 219,000     | 31,000     
| | Items not deducted for income tax purposes       | 13,000      | 2,000       | 4,000      
| | Effect of change in tax rate                     | 213,000     | 92,000      | 157,000    
| | Future income tax asset recognized               | (181,000)   | 5,000       | (16,000)   
| |                                                  |             |             |            
| |                                                  | (243,000)   | (134,000)   | (198,000)  
| | Correction of previous years tax recovery        | -           | 134,000     | 198,000    
| |                                                  |             |             |            
| | Income tax recovery                              | (243,000)   | -           | -          
| |                                                  |             |             |            
| |                                                  |             |             |            
| | The  components of future income taxes are:     
| |                                                  | **2004$**   | 2003$       | 2002$      
| | Non-capital losses carryforwards                 | 2,622,000   | 2,619,000   | 3,148,000  
| | Resource deductions and capital assets           | 1,139,000   | 1,474,000   | 1,238,000  
| | Asset retirement obligation                      | 30,000      | 36,000      | -          
| |                                                  |             |             |            
| |                                                  | 3,791,000   | 4,129,000   | 4,386,000  
| | Valuation allowance                              | (3,791,000) | (4,129,000) | (4,386,000)
| |                                                  |             |             |            
| | Net future tax assets                            | -           | -           | -          
| |                                                  |             |             |            



| | The Company has restated certain future income tax asset balances and the
	valuation allowance for 2003 to correct the balances for a flow-through share renunciation,
	which occurred in 2004.
	As of December 31, 2004, the Company has available tax losses of approximately $6,751,000
	that may be offset against future Canadian taxable income.  These losses expire as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |          |          
| | -------- | ---------
| | **Year** | **$**    
| | 2005     | 624,000  
| | 2006     | 2,958,000
| | 2007     | 608,000  
| | 2008     | 542,000  
| | 2009     | 665,000  
| | 2010     | 595,000  
| | 2011     | 759,000  
| |          |          
| |          | 6,751,000
| |          |          



| | In addition, the Company has Canadian resource related expenditures totaling
	approximately $5,019,000 that can be carried forward indefinitely to offset future taxable
	income.  The Company also has approximately $1,060,000 of available resource deductions and
	losses for US tax purposes.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|page 73
|-------

|14 | Segmented financial information
|-- | -------------------------------

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

| |                                  | **Blackdome
          Mine
          $** | **Exploration 
          in Canada
          $** | **Exploration
          in USA
          $** | **Corporate
          Office
          $** | **Total
          $**
| | -------------------------------- | ---------------------------------------- | ------------------------------------------------ | -------------------------------------------- | ------------------------------------------ | ---------------------
| |                                  |                                          |                                                  |                                              |                                            |                      
| | **December 31, 2004**            |                                          |                                                  |                                              |                                            |                      
| | Loss for the year                | 203,269                                  | 1,000                                            | -                                            | 587,810                                    | 792,079              
| | Total Assets                     | 2,326,202                                | 1,540,975                                        | 352,621                                      | 1,370,694                                  | 5,590,492            
| | Capital Assets                   | 2,215,323                                | 1,517,475                                        | 328,152                                      | 12,425                                     | 4,073,375            
| | Capital Expenditures             | -                                        | 835,131                                          | 52,764                                       | 2,781                                      | 890,676              
| | Amortization and accretion       | 6,975                                    | -                                                | -                                            | 11,016                                     | 17,991               
| | Interest income                  | -                                        | -                                                | -                                            | 21,442                                     | 21,442               
| | Interest expense                 | 407                                      | -                                                | -                                            | 3,960                                      | 4,367                
| |                                  |                                          |                                                  |                                              |                                            |                      
| | **December 31, 2003** (restated) |                                          |                                                  |                                              |                                            |                      
| | Loss for the year                | 87,121                                   | -                                                | 1,198,029                                    | 1,067,264                                  | 2,352,414            
| | Total Assets                     | 2,341,863                                | 706,844                                          | 478,369                                      | 1,006,613                                  | 4,533,689            
| | Capital Assets                   | 2,218,965                                | 682,343                                          | 476,150                                      | 17,018                                     | 3,394,476            
| | Capital Expenditures             | 1,290,400                                | 270,943                                          | 129,112                                      | 18,043                                     | 1,708,498            
| | Amortization and accretion       | 6,400                                    | -                                                | -                                            | 10,873                                     | 17,273               
| | Interest income                  | -                                        | -                                                | -                                            | 8,623                                      | 8,623                
| | Interest expense                 | 144                                      | -                                                | -                                            | 9,224                                      | 9,368                
| |                                  |                                          |                                                  |                                              |                                            |                      
| | **December 31, 2002**            |                                          |                                                  |                                              |                                            |                      
| | Loss for the year                | 44,224                                   | 262,661                                          | 11,951                                       | 632,901                                    | 951,737              
| | Total Assets                     | 905,536                                  | 415,900                                          | 1,552,576                                    | 276,692                                    | 3,150,704            
| | Capital Assets                   | 794,827                                  | 411,400                                          | 1,545,067                                    | 16,104                                     | 2,767,398            
| | Capital Expenditures             | 32,481                                   | 411,750                                          | 176,524                                      | 1,157                                      | 621,912              
| | Amortization and accretion       | 6,400                                    | -                                                | -                                            | 10,873                                     | 17,273               
| | Interest income                  | -                                        | -                                                | -                                            | 13,127                                     | 13,127               
| | Interest expense                 | 172                                      | -                                                | -                                            | 12,817                                     | 12,989               
| |                                  |                                          |                                                  |                                              |                                            |                      



|15 | Material difference between Canadian and United States Generally Accepted Accounting Principles (GAAP)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in Canada
	("Canadian GAAP"), which differ in certain respects from those principles that the Company would have followed had the consolidated
	financial statements been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP").
	The major differences between Canadian and US GAAP are described below, and the effect of these differences on the consolidated
	financial statements are summarized as follows:



| | Consolidated Balance Sheets                                                                     |             |          
| | ----------------------------------------------------------------------------------------------- | ----------- | ---------
| |                                                                                                 | 2004$       | 2003$    
| | Mineral exploration properties - Canadian GAAP                                                  | 1,845,627   | 1,158,493
| | Cumulative expenditure net of option income - mineral exploration properties expensed - US GAAP | (1,572,111) | (991,357)
| |                                                                                                 |             |          
| | Mineral exploration properties - US GAAP                                                        | 273,516     | 167,136  
| |                                                                                                 |             |          



| | Consolidated Statements of Operations                                                     |             |             |            
| | ----------------------------------------------------------------------------------------- | ----------- | ----------- | -----------
| |                                                                                           | 2004$       | 2003$       | 2002$      
| | Net loss for the year - Canadian GAAP                                                     | (792,079)   | (2,352,414) | (951,737)  
| | Mineral exploration costs capitalized in the year and not expensed                        | (781,515)   | (392,936)   | (616,292)  
| | Mineral property option revenue capitalized and not recognized as income                  | 200,761     | -           | -          
| | Mineral exploration costs written off in the current year and not expensed in prior years | -           | 1,190,910   | -          
| |                                                                                           |             |             |            
| | Net loss for the year - US GAAP                                                           | (1,372,833) | (1,554,440) | (1,568,029)
| | Other comprehensive (loss)                                                                | (12,636)    | (1,119)     | (3,055)    
| |                                                                                           |             |             |            
| | Comprehensive loss for the year - US GAAP                                                 | (1,385,469) | (1,555,559) | (1,571,084)
| |                                                                                           |             |             |            
| |                                                                                           |             |             |            
| | Basic and diluted loss per common share - US GAAP                                         | (0.03)      | (0.04)      | (0.05)     
| |                                                                                           |             |             |            
| | Weighted average number of common shares outstanding - US GAAP                            | 43,162,173  | 35,964,696  | 31,171,513 
| |                                                                                           |             |             |            
| |                                                                                           |             |             |            
| | Consolidated Statements of Cash Flows                                                     |             |             |            
| |                                                                                           | 2004$       | 2003$       | 2002$      
| | Cash flows from (used in) operating activities  - Canadian GAAP                           | (755,454)   | (606,207)   | (530,200)  
| | Mineral exploration costs capitalized in the year and not expensed                        | (781,515)   | (392,936)   | (616,292)  
| | Mineral property option income capitalized and not recognized as income                   | 200,761     | -           | -          
| | Mineral exploration costs written off in the current year and not expensed in prior years | -           | 1,190,910   | -          
| |                                                                                           |             |             |            
| | Cash flows from (used in) operating activities  - US GAAP                                 | (1,336,208) | 191,767     | (1,146,492)
| |                                                                                           |             |             |            
| |                                                                                           |             |             |            
| | Cash flows (used in) investing activities  - Canadian GAAP                                | (673,384)   | (980,737)   | (572,349)  
| | Mineral exploration costs capitalized in the year and not expensed                        | 781,515     | 392,936     | 571,192    
| | Mineral property option revenue capitalized and not recognized as income                  | (200,761)   | -           | -          
| | Mineral exploration costs written off in the current year and not expensed in prior years | -           | (1,190,910) | -          
| |                                                                                           |             |             |            
| | Cash flows (used in) investing activities  - US GAAP                                      | (92,630)    | (1,778,711) | (1,157)    
| |                                                                                           |             |             |            
| |                                                                                           |             |             |            
| | Consolidated Statements of Shareholders' Equity                                           |             |             |            
| |                                                                                           | 2004$       | 2003$       | 2002$      
| | Shareholders' equity - Canadian GAAP                                                      | 5,386,618   | 4,409,796   | 2,813,650  
| | Cumulative expenditure net of option income - mineral exploration properties (i)          | (1,572,111) | (2,189,386) | (1,789,331)
| | Accumulated other comprehensive income (ii)                                               | 14,248      | 26,884      | 28,003     
| |                                                                                           |             |             |            
| | Shareholders' equity - US GAAP                                                            | 3,828,755   | 2,247,294   | 1,052,322  
| |                                                                                           |             |             |            



| | i)   | Mineral exploration properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | Under Canadian GAAP, companies have the option to capitalize mineral property acquisition costs and exploration
	expenditures directly related to specific mineral properties until such time as the extent of mineralization has been determined
	and the mineral properties are either sold, developed or mineral rights are allowed to lapse.  Under US GAAP, in accordance with
	Emerging Issues Task Force ("EITF") No. 04-02 - "Whether Mineral Rights are Tangible or Intangible Assets", companies capitalize
	mineral property acquisition costs and exploration expenditures are expensed until an independent feasibility study has
	determined that the property is capable of commercial production.   At the Company's current stage of exploration no economically
	recoverable reserves have been identified on its properties.  Accordingly, under US GAAP, mineral property exploration costs are
	expensed as they are incurred.
	Under Canadian GAAP, property acquisition costs include subsequent lease payments or royalty payments made beyond the initial
	date of acquisition. Under US GAAP, subsequent acquisition maintenance payments are expensed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ii)  | Other comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      | Statement of Financial Accounting Standards No. 130 requires the reporting of comprehensive income in addition to net earnings.
	Comprehensive income includes net income plus other comprehensive income; specifically, all changes in equity of a company during
	a period arising from non-owner sources.  The Company's comprehensive income comprises unrealized foreign exchange income on the
	US currency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | iii) | Cumulative since inception disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      | The Company is not required and has opted not to provide cumulative inception to date information as required for exploration
	stage companies reporting under US GAAP.  Statement of Financial Accounting Standards No. 7 - "Accounting and Reporting by
	Development Stage Enterprises" requires the disclosure of cumulative-to-date information for each line item on the statements
	f operations and cash flow plus annual summaries of each component of shareholders' equity since inception.  Under Canadian
	GAAP, Accounting Guideline "AcG 11 - Enterprises in the Development Stage", issued by the Canadian Institute of Chartered
	Accountants, does not require reporting of this information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | iv)  | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      | On March 31, 2004, the Emerging Issues Task Force ("EITF") issued EITF 04-2, "Whether Mineral Rights are
	Tangible or Intangible Assets" ("EITF 04-2"), concluding that mineral interests conveyed by leases
	should be considered tangible assets.  On April 30, 2004, the Financial Accounting Standards Board
	("FASB") issued amended SFAS 141 and SFAS 142 to provide that certain mineral use rights are considered
	tangible assets and that mineral use rights should be accounted for based on their substance.  The
	amendment was effective for the first reporting period beginning after April 29, 2004, with early
	adoption permitted.On March 31, 2004, the EITF issued EITF 04-3, "Mining Assets' Impairment and Business Combinations",
	concluding that fair value of mining properties generally include both value beyond proven and
	probable reserves and the effects of anticipated fluctuations in the future market price of
	minerals and that entities should generally include both in determining the fair value allocated
	to mining assets in a purchase price allocation and in the cash flow analysis (both discounted
	and undiscounted) used for determining whether a mining asset should be impaired.  The consensus
	is effective for reporting periods beginning after March 31, 2004, with early adoption permitted.The Company has adopted EITF No. 04-2 and EITF No. 04-3 and has elected to retrospectively adjust
	recorded acquisition and option maintenance costs as Mineral properties in its balance sheets and
	has ceased charging such costs to operations as incurred prior to the commencement of production.
	Under the revised policy, significant acquisition costs are capitalized. Exploration and evaluation
	costs are expensed until a feasibility study indicates the property is economically feasible.
	Capitalized costs are written down if impairment in the carrying values of mineral properties
	becomes evident.                                                                                                                                    
| |      | On January 1, 2003 the Company adopted Financial Accounting Standards Board (FASB) Statement No. 143,
	which establishes standards for the recognition and measurement of an asset retirement obligation and its
	associated retirement costs. The adoption of FASB Statement No. 143 is retroactive and as a result, $173,662
	has been recorded as a cumulative adjustment in United States GAAP earnings and as described in note 8, the
	Company also adopted CICA Handbook Section 3110, which harmonizes with the requirements of FASB Statement
	No. 143. The adoption of CICA Handbook Section 3110 is also retroactive; however, Canadian GAAP requires
	the restatement of prior periods rather than recording a cumulative adjustment in the current year.In December 2004, FASB issued Statement of Financial Accounting Standards No. 153 ("SFAS 153"),
	"Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29".  The Company has determined
	that the adoption of SFAS 153 does not have an impact on its results of operations and financial position.In December 2004, the Financial Accounting Standards Board ("FASB", formerly Accounting Principles Board
	"APB") issued Statement of Financial Accounting Standards No. 153 ("SFAS 153"), "Exchanges of Non-Monetary
	Assets - An Amendment of APB Opinion No. 29".  The guidance in APB No. 29, "Accounting for Non-Monetary
	Transactions" is based on the principle that exchanges of non-monetary assets should be measured based
	on the fair value of the assets exchanged.  The guidance in that opinion, however, included certain
	exceptions to that principle.  SFAS 153 amends APB No. 29 to eliminate the exception for exchanges of
	similar productive assets and replaces it with a general exception for exchanges of non-monetary
	ssets that do not have commercial substance.  A non-monetary exchange has commercial substance if
	future cash flows of the entity are expected to change significantly as a result of the exchange.
	SFAS 153 will be effective for fiscal periods beginning after June 15, 2005.

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

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

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

Date:

June 29, 2005

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