UNITED
        STATES
 SECURITIES
        AND EXCHANGE
        COMMISSION
 Washington,
        D.C.
        20549
 FORM
        20-F
 (Mark
        One)
 
              REGISTRATION
                  STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
                  ACT
                  OF 1934
                ORþ
              ANNUAL
                  REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934For
                  the fiscal
                  year endedJuly
                  31,
                  2007
                OR
              TRANSITION
                  REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934For
                  the transition
                  period fromto_______________________
              SHELL
                  COMPANY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934Date
                  of event
                  requiring shell company report
 Commission
        file number 0-31190
 CANPLATS
        RESOURCES
        CORPORATION
 (Exact
        name of Registrant as specified in its charter)
   (Translation
        of Registrant’s name into English)
 British
        Columbia, Canada
 (Jurisdiction
        of incorporation or organization)
 Suite
        1180 –
999 West Hastings Street, Vancouver, British Columbia V6C
        2W2
 (Address
        of principal executive offices)
   Securities
        registered or to be registered pursuant to Section 12(b) of
        the Act.
 Title
                  of each classNone
              Name
                  of each exchange on which registeredNot
                  Applicable
 Securities
        registered or to be registered pursuant to Section 12(g) of
        the Act.
  Common
        Stock
        without par value
 (Title
        of Class)
    Securities
        for which there is a reporting obligation pursuant to Section
        15(d) of the Act.
 None
 (Title
        of Class)
 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.
 48,810,056
 Indicate
        by check mark if the registrant is a well-known seasoned issuer,
        as defined in Rule 405 of the Securities Act.
     
        Yes þ No
 If
        this report is an annual or transition report, indicate by check mark
        if the registrant is not required to file reports pursuant to Section 13
        or
        15(d) of the Securities Exchange Act of 1934.
     
        Yes þ No
 Note
–
Checking
        the box above will not relieve any registrant required to
        file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act
        of
        1934 from their obligations under those Sections.
 Indicate
        by check mark whether the Registrant (1) has filed all reports
        required to be filed by Section 13 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 90 days.
 þ Yes        No
 Indicate
          by check mark whether the registrant is a large accelerated
          filer, an accelerated filer, or a non-accelerated filer. See definition
          of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
          Act. (Check one):
 Large
                    accelerated filer    
                Accelerated
                    filer     
                Non-accelerated
                    filer    þ
 Indicate
        by check mark which financial statement item the Registrant has
        elected to follow.
 þ Item
        17         Item 18
 If
        this is an annual report, indicate by check mark whether the
        registrant is a shell company (as defined in Rule 12b-2 of the Exchange
        Act).
     
        Yes þ No
 (APPLICABLE
        ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
        PAST FIVE YEARS)
 Indicate
        by check mark whether the Registrant has filed all documents and
        reports required to be filed by Sections 12, 13 or 15(d) of the Securities
        Exchange Act of 1934 subsequent to the distribution of securities under a
        plan
        confirmed by a court.
     
        Yes        No
  -
        ii -
     TABLE
        OF
        CONTENTS
   PageITEM
                1
              IDENTITY
                OF
                DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
              1A
              Directors
                and Senior Management
              1B
              Advisors
              1C
              Auditors
              1ITEM
                2
              OFFER
                STATISTICS AND EXPECTED TIMETABLE
              1ITEM
                3
              KEY
                INFORMATION
              1A
              Selected
                Financial Data
              1B
              Capitalization
                and Indebtedness
              3C
              Reasons
                for the Offer and Use of Proceeds
              3D
              Risk
                Factors
              4ITEM
                4
              INFORMATION
                ON THE COMPANY
              10A
              History
                and Development of the Company
              10B
              Business
                Overview
              10C
              Organizational
                Structure
              14D
              Property,
                Plant and Equipment
              15ITEM
                5
              OPERATING
                AND FINANCIAL REVIEW AND PROSPECTS
              17A
              Operating
                Results
              17B
              Liquidity
                and Capital Resources
              19C
              Research
                and Development, Patents and Licenses,
                etc.
              20D
              Trend
                Information
              20ITEM
                6
              DIRECTORS,
                SENIOR MANAGEMENT AND EMPLOYEES
              20A
              Directors
                and Senior Management
              20B
              Compensation
              23C
              Board
                Practices
              27D
              Employees
              28E
              Share
                Ownership
              28ITEM
                7
              MAJOR
                SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
              29A
              Major
                Shareholders
              29B
              Related
                Party Transactions
              29C
              Interests
                of Experts and Counsel
              29ITEM
                8
              FINANCIAL
                INFORMATION
              30A
              Consolidated
                Statements and Other Financial
                Information
              30B
              Significant
                Changes
              30ITEM
                9
              THE
                OFFER
                AND LISTING
              31A
              Offer
                and Listing Details
              31B
              Plan
                of Distribution
              32C
              Markets
              32D
              Dilution
              32E
              Expenses
                of the Issue
              32ITEM
                10
              ADDITIONAL
                INFORMATION
              32A
              Share
                Capital
              32B
              Memorandum
                and Articles of Association
              32C
              Material
                Contracts
              34D
              Exchange
                Controls and Investment Canada Act
              35E
              Taxation
              37F
              Dividends
                and Paying Agents
              46G
              Statement
                by Experts
              46H
              Documents
                on Display
              46I
              Subsidiary
                Information
              46ITEM
                11
              QUANTITATIVE
                AND QUALITATIVE
                DISCLOSURES ABOUT MARKET RISK
              46ITEM
                12
              DESCRIPTION
                OF SECURITIES OTHER
                THAN EQUITY SECURITIES
              46ITEM
                13
              DEFAULTS,
                DIVIDEND ARREARAGES AND DELINQUENCIES
              47ITEM
                14
              MATERIAL
                MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
                PROCEEDS
              47ITEM
                15
              CONTROLS
                AND PROCEDURES
              47ITEM
                16
              RESERVED
              47A
              Audit
                Committee Financial Expert
              47B
              Code
                of Ethics
              47C
              Principal
                Accountant Fees and Services
              47D
              Exemptions
                from the Listing Standards for Audit
                Committees
              48E
              Purchases
                of Equity Securities by the Issuer and
                Affiliated Purchasers
              48ITEM
                17
              FINANCIAL
                STATEMENTS
              48ITEM
                18
              FINANCIAL
                STATEMENTS
              49ITEM
                19
              EXHIBITS
              49A
              Financial
                Statements
              49B
              Exhibits
              49SIGNATURE
                PAGECERTIFICATIONS




-
            iii / iv
            -


NOTE
      REGARDING FORWARD-LOOKING STATEMENTS




This
      Annual Report contains forward-looking statements concerning our operations
      and
      planned future acquisitions within the meaning of the safe harbor for such
      statements under the Private Securities Litigation Reform Act of
      1995.  Any statements that involve discussions with respect to
      predictions, expectations, belief, plans, projections, objectives, assumptions
      or future events or performance (often but not always using phrases such as
      “expects”, or “does not expect”, “is expected”, “anticipates” or “does not
      anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions,
      events or results “may”, could”, “might”, or “will” be taken to occur or be
      achieved) are not statements of historical fact and may be “forward looking
      statements” and are intended to identify forward-looking statements, which
      include statements relating to, among other things, our ability to continue
      to
      successfully compete in its market.  You are cautioned not to place
      undue reliance on forward looking statements.  These forward-looking
      statements are based on the beliefs of our management as well as on assumptions
      made by and information currently available to us at the time such statements
      were made.  We undertake no obligation to update forward-looking
      statements should circumstances or estimates or opinions
      change.  Forward-looking statements are subject to a variety of risks
      and uncertainties which could cause actual events or results to differ from
      those reflected in the forward looking statements, including, without
      limitation,




·
            uncertainty
                of production at our mineral exploration properties;




·
            risks
                related to our ability to finance the continued exploration of our
                mineral
                properties;




·
            risks
                related to no Proven Mineral Reserves or Probable Mineral Reserves;




·
            our
                history of losses and expectation of future losses;




·
            risks
                related to factors beyond our control;




·
            risks
                and uncertainties associated with new mining operations;




·
            risks
                related to our ability to obtain adequate financing for our planned
                development activities;




·
            lack
                of infrastructure at our mineral exploration properties;




·
            risks
                and uncertainties relating to the interpretation of drill results
                and the
                geology, grade and continuity of our mineral deposits;




·
            unpredictable
                risks and hazards related to mining operations;




·
            risks
                related to governmental regulations, including environmental regulations;




·
            commodity
                price fluctuations;




·
            our
                ability to attract and retain qualified personnel;




·
            uncertainties
                related to title to our mineral properties;




·
            risks
                related to reclamation activities on our properties;




·
            risks
                related to political instability and unexpected regulator change;




·
            currency
                fluctuations;




·
            increased
                competition in the mining industry for properties and qualified personnel;




·
            risks
                related to some of our directors and officers involvement with other
                natural resource companies;




·
            enforcement
                of U.S. judgments and laws in Canada;





-
            v-







·
            our
                ability to attract and retain qualified management;




·
            our
                classification as a passive foreign investment company under the
                Internal
                Revenue Code.




Actual
      results could differ materially from those projected in the forward-looking
      statements as a result of the matters set out or incorporated in this Annual
      Report generally and certain economic and business factors, some of which may
      be
      beyond our control.  Some of the important risks and uncertainties
      that could effect forward looking statements as described further in this
      document under the headings “Risk Factors”, “History and Development of the
      Company”, “Business Overview”, “Descriptions of Properties” and “Operating and
      Financial Review and Prospects”.




In
      this
      Annual Report, “we”, “us”, “our”, “Canplats” and “the Company” refer to Canplats
      Resources Corporation, a company incorporated under the Business Corporations Act(British Columbia).





-
            vi
            -





Table
      of Contents








PART
      I




Item
                1
            Identityof Directors, Senior Management and
                Advisers




A.
            Directorsand
                Senior Management




This
      Form
      20-F is being filed as an annual report under the Securities Exchange Act of
      1934, as amended (the “Exchange Act”), and, as such, there is no requirement to
      provide any information under this item.






B.
            Advisors




This
      Form
      20-F is being filed as an annual report under the Exchange Act, and, as such,
      there is no requirement to provide any information under this item.






C.
            Auditors




This
      Form
      20-F is being filed as an annual report under the Exchange Act, and, as such,
      there is no requirement to provide any information under this item.






Item
                2
            OfferStatistics and Expected
                Timetable




This
      Form
      20-F is being filed as an annual report under the Exchange Act, and, as such,
      there is no requirement to provide any information under this item.






Item
                3
            KeyInformation




A.
            SelectedFinancial
                Data




The
      following table summarizes certain of our selected financial
      data.  This information should be read in conjunction with the more
      detailed financial statements included in this Annual Report.




Table
      No. 1


Selected
      Financial Data


(expressed
      in thousands of Canadian dollars, except per share and number of shares
      data)




Year
                ended Jul 31, 2007
            Year
                ended Jul 31, 2006
            Year
                ended Jul 31, 2005
            Year
                ended Jul 31, 2004
            Year
                ended Jul 31, 20031.
                Revenues
            Nil
            Nil
            Nil
            Nil
            Nil2.
                Loss for period*
            (872,222)
            (335,568)
            (1,493,747)
            (1,270,193)
            (294,424)3.
                Loss per common share*
            (0.02)
            (0.01)
            (0.05)
            (0.06)
            (0.02)4.
                Total assets
            5,890,411
            4,070,670
            2,326,011
            3,457,993
            1,924,4755.
                Long term obligations and redeemable pre-ferred stock**
            Nil
            Nil
            Nil
            Nil
            Nil6.
                Capital stock
            15,538,867
            12,725,289
            11,340,245
            11,267,220
            8,722,4707.
                Cash dividends per common share
            Nil
            Nil
            Nil
            Nil
            Nil8.
                Number of shares
            48,810,056
            40,327,806
            29,442,306
            29,142,306
            16,997,303*     
                All of our operations are continuing
              **    No
                preferred stock has been issued




-
            1-


Table
      of
      Contents




The
      selected financial data is presented in Table 1 above and in the financial
      statements in accordance with generally accepted accounting principles (“GAAP”)
      prevailing in Canada as of the dates shown.




The
      selected financial data under U.S. GAAP for the above periods is indicated
      below
      in Table 2:




Table
      No. 2


Selected
      Financial Data


(expressed
      in thousands of Canadian dollars, except per and number of shares
      data)




Year
                ended Jul 31, 2007
            Year
                ended Jul 31, 2006
            Year
                ended Jul 31, 2005*
            Year
                ended Jul 31, 2004
            Year
                ended Jul 31, 20031.
                Revenues
            Nil
            Nil
            Nil
            Nil
            Nil2.
                Loss for period*
            (2,045,143)
            (932,806)
            (1,408,849)
            (1,519,224)
            (290,870)3.
                Loss per common share*
            (0.05)
            (0.03)
            (0.05)
            (0.07)
            (0.02)4.
                Total assets
            2,305,369
            1,676,249
            609,528
            1,734,262
            449,7755.
                Long term obligations and redeemable pre­ferred
                stock**
            Nil
            Nil
            Nil
            Nil
            Nil6.
                Capital stock
            15,538,867
            12,725,289
            11,340,245
            11,267,220
            8,722,4707.
                Cash dividends per common share
            Nil
            Nil
            Nil
            Nil
            Nil8.
                Number of shares
            48,810,056
            40,327,806
            29,442,306
            29,142,306
            16,997,303*       
                Certain comparative figures have been restated - see note 14 to the
                July
                31, 2006 financial statements.
              **    
                All of our operations are continuing.
              ***  
                No preferred stock has been issued.




Reference
      should be made to note 14 to the financial statements for a description of
      material differences between Canadian and U.S. GAAP.





-
            2-


Table
      of Contents





U.S./Canadian
      Dollar Exchange Rates




In
      this
      Annual Report, unless otherwise specified, all dollar amounts are expressed
      in
      Canadian dollars (Cdn$).  The Government of Canada permits a floating
      exchange rate to determine the value of the Canadian dollar against the U.S.
      dollar (US$).  In this Annual Report all references to “$” and “Cdn$”
refer to Canadian Dollars and all references to “US$” refer to United States
      Dollars.




Table
      No.
      3 below sets out the rate of exchange for the Canadian dollar at July 31 2007,
      July 31, 2006, July 31, 2005, July 31, 2004 and July 31, 2003, the average
      rates
      for the period and the range of high and low rates for the
      period.  Table No. 4 sets out the high and low rates of exchange for
      the Canadian dollar for each month during the previous six months.




For
      purposes of these tables, 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 tables set out
      the number of Canadian dollars required under that formula to buy one U.S.
      dollar.  The average rate in Table No. 3 means the average of the
      exchange rates on the last day of each month during the period.




Table
      No. 3


U.S.
      Dollar/Canadian Dollar Exchange Rates for Five Most Recent Financial
      Years




Average
            High
            Low
            CloseFiscal
                Year Ended July 31, 2007
            1.13
            1.18
            1.04
            1.07Fiscal
                Year Ended July 31, 2006
            1.16
            1.22
            1.10
            1.13Fiscal
                Year Ended July 31, 2005
            1.24
            1.33
            1.18
            1.23Fiscal
                Year Ended July 31, 2004
            1.33
            1.40
            1.27
            1.33Fiscal
                Year Ended July 31, 2003
            1.50
            1.59
            1.33
            1.41




Table
      No. 4


U.S.
      Dollar/Canadian Dollar Exchange Rates for Previous Six Months




July
            August
            September
            October
            November
            DecemberHigh
            1.07
            1.08
            1.05
            1.00
            1.00
            1.01Low
            1.04
            1.05
            1.00
            0.95
            0.92
            0.98




On
      January 24, 2008, the exchange rate of Canadian dollars into United States
      dollars, based upon the noon buying rate in New York City for cable transfers
      payable in Canadian dollars as certified for customs purposes by the Federal
      Reserve Bank of New York, was US $1.00 equals Cdn $1.0071.




B.
            Capitalizationand
                Indebtedness




This
      Form
      20-F is being filed as an annual report under the Exchange Act, and, as such,
      there is no requirement to provide any information under this item.


C.
                Reasonsfor
                    the Offer and Use of
                    Proceeds
  This
        Form
        20-F is being filed as an annual report under the Exchange Act, and, as such,
        there is no requirement to provide any information under this
        item.


-
            3-


Table
      of Contents




D.
            RiskFactors




Our
      exploration programs may not result in a commercial mining
      operation.




Mineral
      exploration involves significant risk because few properties that are explored
      contain bodies of ore that would be commercially economic to develop into
      producing mines.  Our mineral properties are without a known body of
      commercial ore and our proposed programs are an exploratory search for ore.
      We
      cannot provide any assurance that our current exploration programs will result
      in any commercial mining operation.  If the exploration programs do
      not result in the discovery of commercial ore, we will be required to acquire
      additional properties and write-off all of our investments in our existing
      properties.




We
      may not have sufficient funds to complete further exploration
      programs.




We
      have
      limited financial resources (working capital of approximately $2,048,884 at
      July 31, 2007), do not generate operating revenue, and must finance
      our exploration activity by other means, including financing through joint
      ventures, debt financing or equity financing.  We cannot provide any
      assurance that additional funding will be available for further exploration
      of
      our projects or to fulfil our anticipated obligations under our existing
      property agreements.  If we fail to obtain additional financing, we
      will have to delay or cancel further exploration of our properties, and we
      could
      lose all of our interest in our properties.




We
      do not have Proven Mineral Reserves or Probable Mineral Reserves.




We
      have
      not established the presence of any Proven Mineral Reserves or Probable Mineral
      Reserves (as such terms are defined in National Instrument 43-101 of the
      Canadian Securities Administrators) at any of our mineral properties. We cannot
      provide any assurance that future feasibility studies will establish Proven
      Mineral Reserves or Probable Mineral Reserves at our properties.  The
      failure to establish Proven Mineral Reserves or Probable Mineral Reserves could
      restrict our ability to successfully implement our strategies for long-term
      growth.




We
      have a history of losses and expect to incur losses for the foreseeable
      future.




We
      have
      incurred losses during each of the following periods and expect to incur losses
      for the foreseeable future:




·
            $872,222
                for the year ended July 31, 2007;




·
            $335,568
                for the year ended July 31, 2006;




·
            $1,493,747
                for the year ended July 31, 2005;




·
            $1,270,193
                for the year ended July 31, 2004; and




·
            $294,424
                for the year ended July 31, 2003.




As
      of
      July 31, 2007, we had an accumulated deficit of $10,914,970.  We
      expect to continue to incur losses unless and until such time as one or more
      of
      our properties enter into commercial production and generate sufficient revenues
      to fund our continuing operations.  If our exploration programs
      successfully locate an economic
      ore body, we will be subject to additional risks associated with mining
      including those set out inthis Item 3.D - “Risk
      Factors” under the heading “We
      have no revenue from operations and no ongoing mining operations of any
      kind.”





-
            4-


Table
      of Contents




Factors
      beyond our control may determine whether any mineral deposits we discover are
      sufficiently economic to be developed into a mine.




The
      determination of whether our mineral deposits are economic is affected by
      numerous factors beyond our control.  These factors
      include:




·
            the
                metallurgy of the mineralization forming the mineral deposit;




·
            market
                fluctuations for precious metals;




·
            the
                proximity and capacity of natural resource markets and processing
                equipment; and




·
            government
                regulations governing prices, taxes, royalties, land tenure, land
                use,
                importing and exporting of minerals and environmental protection.




We
      have no revenue from operations and no ongoing mining operations of any
      kind.




We
      are a
      mineral exploration company and have no revenues from operations and no ongoing
      mining operations of any kind.  Our properties are in the exploration
      stage, and we have not defined or delineated any proven or probable reserves
      on
      any of our properties.  If our exploration programs successfully
      locate an economic ore body, we will be subject to additional risks associated
      with mining:




·
            We
                will require additional funds to place the ore body into commercial
                production. Substantial expenditures will be required to:




o
            establish
                ore reserves through drilling;




o
            develop
                metallurgical processes to extract the metals from the ore; and




o
            construct
                the mining and processing facilities at any site chosen for mining.




The
      sources of external financing that we may use for these purposes include public
      or private offerings of debt, convertible notes and equity. In addition, we
      may
      enter into one or more strategic alliances and may utilize one or a combination
      of all these alternatives. We cannot provide any assurance that the financing
      alternative chosen by us will be available on acceptable terms, or at
      all.  If additional financing is not available, we may have to
      postpone the development of, or sell, the property.




·
            The
                majority of our property interests are not located in developed areas
                and
                as a result may not be served by appropriate




o
            road
                access;




o
            water
                and power supply; and




o
            other
                support infrastructure.




These
      items are often needed for development of a commercial mine.  If we
      cannot procure or develop roads, water, power and other infrastructure at a
      reasonable cost, it may not be economic to develop properties, where our
      exploration has otherwise been successful, into a commercial mining
      operation.




·
              In
                  making determinations about whether to proceed to the next stage
                  of
                  development, we must rely upon estimated calculations as to the
                  mineral
                  reserves and grades of mineralization on our properties. Until
                  ore is
                  actually mined and processed, mineral reserves and grades of
                  mineralization must be considered as estimates only. These estimates
                  are
                  imprecise and depend upon geological interpretation and statistical
                  inferences drawn from drilling and sampling which may prove to
                  be
                  unreliable. We cannot provide any assurance
                  that:





-
            5-


Table
      of
      Contents






o
            these
                estimates will be accurate;




o
            resource
                or other mineralization figures will be accurate; or




o
            this
                mineralization can be mined or processed profitably.




Any
      material changes in mineral reserve estimates and grades of mineralization
      will
      affect the economic viability of the placing of a property into production
      and a
      property’s return on capital.




·
            Mining
                operations often encounter unpredictable risks and hazards that add
                expense or cause delay. These include:




o
            unusual
                or unexpected geological formations;




o
            metallurgical
                and other processing problems;




o
            metal
                losses;




o
            environmental
                hazards;




o
            power
                outages;




o
            labour
                disruptions;




o
            industrial
                accidents;




o
            periodic
                interruptions due to inclement or hazardous weather conditions;




o
            flooding,
                explosions, fire, rockbursts, cave-ins, landslides, and;




o
            inability
                to obtain suitable or adequate machinery, equipment or labour.




·
            We
                may become subject to liabilities in connection with:




o
            pollution;




o
            cave-ins;
                or




o
            hazards
                against which we cannot insure against or which we may elect not
                to
                insure.





The
      payment of these
      liabilities could require the use of financial resources that would otherwise
      be
      spent on mining operations.




·
            Mining
                operations and exploration activities are subject to national and
                local
                laws and regulations governing:




o
            prospecting,
                development, mining and production;




o
            exports
                and taxes;




o
            labour
                standards, occupational health and mine safety;


o
              waste
                  disposal, toxic substances, land use and environmental protection.
  In
        order
        to comply, we may be required to make capital and operating expenditures
        or to
        close an operation until a particular problem is remedied.  In
        addition, if our activities violate any such laws and regulations, we may
        be
        required to compensate those suffering loss or damage, and may be fined if
        convicted of an offence under such legislation.


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·
            Our
                profitability and long-term viability will depend, in large part,
                on the
                market price of gold and other metals. The market prices for these
                metals
                are volatile and are affected by numerous factors beyond our control,
                including:




o
            global
                or regional consumption patterns;




o
            supply
                of, and demand for, gold and other metals;




o
            speculative
                activities;




o
            expectations
                for inflation; and




o
            political
                and economic conditions.




We
      cannot predict the
      effect of these factors on metals prices.




·
            In
                order to bring our mineral properties into production we will experience
                significant growth in our operations. We expect this growth to create
                new
                positions and responsibilities for management personnel and increase
                demands on our operating and financial systems. There can be no assurance
                that we will successfully meet these demands and effectively attract
                and
                retain additional qualified personnel to manage our anticipated growth.
                The failure to attract such qualified personnel to manage growth
                effectively could have a material adverse effect on our business,
                financial condition and results of operations.




We
      are subject to significant governmental regulations.




Our
      exploration activities are subject to extensive federal, state, provincial,
      territorial and local laws and regulations governing various matters,
      including:




·
            environmental
                protection;




·
            management
                and use of toxic substances and explosives;




·
            management
                of natural resources;




·
            exploration
                of mineral properties;




·
            exports;




·
            price
                controls;




·
            taxation;




·
            labor
                standards and occupational health and safety, including mine safety;
                and




·
            historic
                and cultural preservation.




Failure
      to comply with applicable laws and regulations may result in civil or criminal
      fines or penalties or enforcement actions, including orders issued by regulatory
      or judicial authorities enjoining or curtailing operations or requiring
      corrective measures, installation of additional equipment or remedial actions,
      any of
      which
      could result in significant expenditures. We may also be required to compensate
      private parties suffering loss or damage by reason of a breach of such laws,
      regulations or permitting requirements. It is also possible that future laws
      and
      regulations, or more stringent enforcement of current laws and regulations
      by
      governmental authorities, could cause additional expense, capital expenditures,
      restrictions on or suspensions of our activities and delays in the exploration
      of our properties.





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Our
      properties may be subject to uncertain title.




We
      own,
      lease or have under option, unpatented and patented mining claims, mineral
      claims or concessions which constitute our property holdings.  The
      ownership and validity, or title, of unpatented mining claims and concessions
      are often uncertain and may be contested.  We have not conducted
      surveys of all of the claims in which we hold direct or indirect
      interests.  A successful claim contesting our title to a property will
      cause us to lose our rights to explore and, if warranted, develop that
      property.  This could result in our not being compensated for our
      prior expenditures relating to the property.




Land
      reclamation requirements for our exploration properties may be
      burdensome.




Although
      variable depending on location and the governing authority, land reclamation
      requirements are generally imposed on mineral exploration companies (as well
      as
      companies with mining operations) in order to minimize long term effects of
      land
      disturbance.  Reclamation may include requirements to:




·
            control
                dispersion of potentially deleterious effluents; and




·
            reasonably
                re-establish pre-disturbance land forms and vegetation.




In
      order
      to carry out reclamation obligations imposed on us in connection with our
      mineral exploration, we must allocate financial resources that might otherwise
      be spent on further exploration programs.




Political
      or economic instability or unexpected regulatory change in the countries where
      our properties are located could adversely affect our business.




Certain
      of our properties are located in countries, provinces and states more likely
      to
      be subject to political and economic instability, or unexpected legislative
      change, than is usually the case in certain other countries, provinces and
      states.  Our mineral exploration activities could be adversely
      affected by:




·
            political
                instability and violence;




·
            war
                and civil disturbance;




·
            expropriation
                or nationalization;




·
            changing
                fiscal regimes;




·
            fluctuations
                in currency exchange rates;




·
            high
                rates of inflation;




·
            underdeveloped
                industrial and economic infrastructure; and




·
            unenforceability
                of contractual rights;




any
      of
      which may adversely affect our business in that country.




We
      may be adversely affected by fluctuations in foreign exchange
      rates.




We
      maintain our bank accounts mainly in Canadian dollars.  Any
      appreciation in the currency of Mexico or
      other
      countries where we conduct exploration activities against the Canadian dollar
      will increase our costs of carrying out operations in such
      countries.  In addition, any decrease in the U.S. dollar against the
      Canadian dollar will result in a loss on our books to the extent we hold funds
      in U.S. dollars.





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We
      face industry competition in the acquisition of exploration properties and
      the
      recruitment and retention of qualified personnel.




We
      compete with other exploration companies, many of which have greater financial
      resources than us or are further in their development, for the acquisition
      of
      mineral claims, leases and other mineral interests as well as for the
      recruitment and retention of qualified employees and other
      personnel.  Competition for exploration resources at all levels is
      currently very intense, particularly affecting the availability of manpower,
      drill rigs and supplies.  If we require and are unsuccessful in
      acquiring additional mineral properties or personnel, we will not be able to
      grow at the rate we desire or at all.




Some
      of our directors and officers have conflicts of interest as a result of their
      involvement with other natural resource companies.




Some
      our
      directors and officers are directors or officers of other natural resource
      or
      mining-related companies such as, at present, Mr. Quartermain who serves as
      a
      director and officer of Silver Standard Resources Inc.  These
      associations may give rise to conflicts of interest from time to
      time.  As a result of these conflicts of interest, we may miss the
      opportunity to participate in certain transactions, which may have a material,
      adverse effect on our financial position.




Enforcement
      of judgments or bringing actions outside the United States against us and our
      directors and officers may be difficult.




We
      are
      organized under the law of and headquartered in British Columbia, Canada, and
      the majority of our directors and officersare
      not citizens or residents of the United States.  In addition, a
      substantial part of our assets are located outside the United States and
      Canada.  As a result, it may be difficult or impossible for an
      investor to (a) enforce in courts outside the United States judgments against
      us
      and a majority of our directors and officers, obtained in United States’ courts
      based upon the civil liability provisions of United States’ federal securities
      laws or (b) bring in courts outside the United States an original action against
      us and our directors and officers to enforce liabilities based upon such United
      States’ securities laws.




We
      may experience difficulty attracting and retaining qualified management to
      grow
      our business, which could have a material adverse effect on our business and
      financial condition.




We
      are
      dependent on the services of key executives including our President and other
      highly skilled and experienced executives and personnel focused on advancing
      our
      corporate objectives as well as the identification of new opportunities for
      growth and funding.  Due to our relatively small size, the loss of
      these persons or our inability to attract and retain additional highly skilled
      employees required for our activities may have a material adverse effect on
      our
      business and financial condition.




Under
      U.S. federal tax rules, we may be classified as a passive foreign investment
      company (a “PFIC”), which may result in special and generally unfavorable U.S.
      federal tax consequences to our U.S. shareholders.




As
        a
        non-U.S. corporation, we may be a PFIC depending on the percentage of our
        gross
        income which is “passive”,
        within the meaning of the U.S. Internal Revenue Code of 1986, as amended,
        or the
        percentage of our assets that produce or are held to produce passive
        income.  We may have been a PFIC in our 2006 taxable year, and we may
        be a PFIC in subsequent taxable years.  If we are a PFIC for any
        taxable year during a U.S. shareholder’s holding period in our common stock,
        such U.S. shareholder may be subject to increased U.S. federal income tax
        liability on the sale of common shares or on the receipt of
        dividends.  See Item 10.E - “Taxation”.  The PFIC rules are
        complex and may be unfamiliar to U.S.
        shareholders.


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Accordingly,
      U.S. shareholders are urged to consult
      their own tax advisors concerning the application of the PFIC rules to their
      investment in our common shares.




Item
                4
            Informationon
                the
                Company




A.
            Historyand
                Development of the Company




General
      Background




We
      were
      incorporated under the laws of the Province of British Columbia, Canada on
      February 15, 1967 under the name Colby Mines Ltd. (N.P.L.).  On
      January 11, 1977, we changed our name to Colby Mines Ltd. and then to Colby
      Resources Corp. on February 11, 1980.  On October 14, 1999, we changed
      our name to International Colby Resources Corporation and consolidated our
      shares on a five for one basis.  On March 15, 2000, we changed our
      name to “Canplats Resources Corporation”.  On December 15, 2005, our
      shareholders adopted new articles as required by the then new British Columbia
      Business Corporations Actand authorized an increase in our authorized capital from 100,000,000
      common shares without par value to an unlimited number of common shares without
      par value.




Our
      head
      office and registered and records office is located at: Suite 1180 - 999 West
      Hastings Street, Vancouver, British Columbia, Canada V6C 2W2.  The
      contact person is R.E. Gordon Davis, Chairman and Chief Executive
      Officer.  The telephone number is (604) 689-3846; the facsimile number
      is (604) 689-3847.  We do not have a registered agent in the United
      States.




In
      December 2005, we announced the acquisition of the Mecatona Gold Prospect,
      located in the state of Chihuahua, Mexico.  The Mecatona Gold Prospect
      is subject to the Silver Standard Resources Inc. (“Silver Standard”) back-in
      right.  See Item 4.B - “Business Overview”.




In
      May
      2006, we announced the acquisition by staking of the Maijoma Prospect, located
      in the state of Chihuahua, Mexico.  See Item 4.B - “Business
      Overview”.




In
      June
      2007, we announced the acquisition by staking of the El Alamo Prospect, located
      in the state of Chihuahua, Mexico.  See Item 4.B - “Business
      Overview”.




In
      October 2007, we announced the acquisition by staking of the Camino Rojo
      Prospect, located in the state of Zacatecas, Mexico.  See Item 4.B -
“Business Overview”.




The
      information contained in this Annual Report is current as at July 31, 2007,
      other than where a different date is specified.




B.           
      BusinessOverview




All
      disclosure about our exploration properties in this Annual Report conforms
      to
      the standards of United States Securities & Exchange Commission Industry
      Guide 7, Description of
      Property by Issuers Engaged or to be Engaged in Significant Mining
      Operations.




Our
      primary business focus is the exploration for gold in Mexico.  We are
      an exploration stage company and none of our properties are currently beyond
      the
      advanced exploration stage.  There is no assurance that a commercially
      viable mineral deposit exists on any of our properties and further exploration
      work may be required before a final evaluation as to the economic and legal
      feasibility is determined.  For further information, see Item 3.D -
“Risk Factors”.




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We
      currently have one principal mineral property, the Camino Rojo Project, located
      in Zacatecas State, Mexico.  We expect to expend the majority of our
      exploration efforts on the Camino Rojo Project in 2008.  We have six
      secondary properties, all of which are located in Mexico: Rodeo Gold Prospect,
      Yerbabuena Gold Prospect, El Rincon Gold Prospect, Mecatona Gold Prospect,
      Maijoma Prospect and El Alamo Prospect.  During 2008, we will be
      assessing our secondary properties to determine whether additional exploration
      is warranted.  In addition, we have other property holdings in Mexico
      and Canada that we have placed on care and maintenance and are not considered
      principal or secondary properties.




Rodeo
      Gold Prospect




In
      February 2003, we acquired by staking a 100% interest in the Rodeo gold prospect
      located 150 kilometres north of Durango, Mexico, subject to the payment of
      a
      finder’s fee to La Cuesta International, Inc. (“LCI”).  Under an
      agreement dated February 20, 2003, we are required to pay LCI a finder’s fee in
      respect of our acquisition of the Rodeo prospect of:




·
            US
                $10,000 on signing the agreement (paid);




·
            every
                six months commencing June 11, 2003, the greater of US $5,000 and
                2% of
                direct exploration expenditures made for the benefit of the property;




·
            on
                commencement of commercial production on the property, a 0.25% net
                smelter
                returns royalty (net smelter returns (“NSR”) means the amount actually
                paid to the mine or mill owner from the sale of ore, minerals and
                other
                materials or concentrates mined and removed from mineral properties.
                This
                type of royalty provides cash flow that is free of any operating
                or
                capital costs and environmental liabilities.);




provided
      that the maximum amount payable to LCI in respect of the finder’s fee for the
      Rodeo prospect is US $500,000.




In
      October 2003, we granted to Silver Standard a right of first offer on all
      properties referred to us by Silver Standard.  Under the terms of the
      right of first offer, if we intend to dispose of an interest in any referred
      property, we must give Silver Standard the first opportunity to acquire the
      interest.  Our Rodeo property is subject to the right of first
      offer.




We
      currently hold a 100% interest in the Rodeo prospect, subject to making the
      above described payments to LCI and the right of first offer granted to Silver
      Standard.




Yerbabuena
      Gold Prospect





Under
      an
      agreement dated July 11, 2003, we acquired from LCIa lease with option
      to
      purchase a 100% interest in the Yerbabuena gold prospect located approximately
      150 kilometres north-northwest of Durango, Mexico.  In order to
      maintain the lease in good standing, we are required to pay LCI:




·
            US
                $7,500 on signing the agreement (paid);




·
            US
                $5,000 on or before September 1, 2003 (paid);




·
            US
                $7,500 on or before March 1, 2004 (paid);




·
            US
                $7,500 on or before September 1, 2004 (paid);




·
            US
                $10,000 on or before March 1, 2005 (paid);




·
            US
                $10,000 on or before September 1, 2005 (paid);




·
            US
                $15,000 every six months thereafter commencing March 1, 2006 (paid);




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·
            on
                commencement of commercial production on the property, the greater
                of US
                $25,000 per quarter and a 2% NSR;




We
      can
      purchase the property from LCI at anytime on payment of US $2,000,000, less
      all
      lease payments described above.




Our
      Yerbabuena prospect is subject to the right of first offer granted to Silver
      Standard.




Under
      the
      terms of the lease with option to purchase, we have the exclusive right to
      explore and mine the Yerbabuena prospect, subject to making the above described
      payments to LCI and the right of first offer granted to Silver
      Standard.




El
      Rincon Gold Prospect




In
      May
      2004, we acquired by staking a 100% interest in the El Rincon gold prospect
      located in Durango State, Mexico, subject to the payment of a finder’s fee to
      LCI and the back-in right to Silver Standard.  Under an agreement
      dated August 24, 2004, we are required to pay LCI a finder’s fee in respect of
      our acquisition of the El Rincon prospect of:




·
            US
                $5,000 on signing the agreement (paid);




·
            every
                six months commencing May 3, 2004, the greater of US $5,000 and 2%
                of
                direct exploration expenditures made for the benefit of the property;




·
            on
                commencement of commercial production on the property, a 0.25% NSR;




provided
      that the maximum amount payable to LCI in respect of the finder’s fee for the El
      Rincon prospect is US $2,000,000.




Effective
      March 24, 2004, we granted Silver Standard a one-time right to acquire a 51%
      interest in any property we acquire that was referred to us by Silver Standard,
      which is known as the “back-in right”.  This one-time right to acquire
      replaces the right of first offer, granted in 2003, for properties acquired
      after March 24, 2004.  In order to exercise the back-in right in
      respect of any property, Silver Standard must (a) exercise the back-in right
      prior to, or on, our incurring US $1.5 million in exploration expenditures
      on
      the property and (b) incur exploration expenditures equal to twice the
      acquisition and exploration expenditures we have incurred on the property at
      the
      time of exercise.  The El Rincon prospect is subject to the back-in
      right granted to Silver Standard.




We
      currently hold a 100% interest in the El Rincon gold prospect, subject to making
      the above described payments to LCI and the back-in right granted to Silver
      Standard.




Mecatona
      Gold Prospect




In
      December 2005, we acquired the Mecatona Gold Prospect consisting
      of:




·
            an
                option to acquire 12 claims comprising 65.7301 hectares with the
                following
                payments:




o
            US
                $5,000 on signing the agreement (paid);




o
            US
                $10,000 on the first anniversary of signing the agreement (paid);




o
            US
                $20,000 on the second anniversary of signing the agreement (paid);




o
            US
                $215,000 on the third anniversary of signing the agreement; and




o
            a
                1% NSR capped at US $250,000;




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              12-
 Table
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·
            an
                option to acquire one claim comprising 29.5896 hectares with the
                following
                payments:




o
            US
                $10,000 on signing the agreement (paid);




o
            US
                $20,000 on the first anniversary of signing the agreement (paid);




o
            US
                $30,000 on the second anniversary of signing the agreement (paid);




o
            US
                $50,000 on the third anniversary of signing the agreement;




o
            US
                $90,000 on the fourth anniversary of signing the agreement; and




o
            US
                $800,000 on the fifth anniversary of signing the agreement; and




·
            the
                acquisition of two claim blocks covering approximately 4,000 hectares
                for
                staking costs.




We
      are
      required to pay LCI a finder’s fee in respect of our acquisition of the Mecatona
      prospect of:




·
            US
                $5,000 on signing the agreement (paid);




·
            every
                six months the greater of US $5,000 and 2% of direct exploration
                expenditures made for the benefit of the property;




·
            on
                commencement of commercial production on the property, a 0.25% NSR;




provided
      that the maximum amount payable to LCI in respect of the finder’s fee for the
      Mecatona prospect is US $2,000,000.




The
      Mecatona prospect is subject to the back-in right granted to Silver Standard
      (See Item 4.B - “El Rincon Gold Prospect”).




We
      currently hold a 100% interest in the Mecatona Gold Prospect, subject to making
      the above described option payments, payments to LCI and the back-in right
      granted to Silver Standard.




Maijoma
      Prospect




In
      May
      2006, we acquired by staking a 100% interest in the Maijoma Prospect located
      in
      Chihuahua State, Mexico, subject to the payment of a finder’s fee to
      LCI.  Under an agreement dated January 1, 2006, we are required to pay
      LCI a finder’s fee in respect of our acquisition of the Maijoma Prospect
      of:




·
            US
                $5,000 on signing the agreement (paid);




·
            every
                six months commencing October 28 2006, the greater of US $5,000 and
                2% of
                direct exploration expenditures made for the benefit of the property;




·
            on
                commencement of commercial production on the property, a 0.25% NSR;




provided
      that the maximum amount payable to LCI in respect of the finder’s fee for the
      Maijoma Prospect is US $2,000,000.




We
      currently hold a 100% interest in the Maijoma Prospect, subject to making the
      above described payments to LCI.


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El
      Alamo Prospect




In
      December 2006, we acquired by staking a 100% interest in the El Alamo Prospect
      located in Chihuahua State, Mexico, subject to the payment of a finder’s fee to
      LCI.  Under the terms of the agreement with LCI, we are required to
      pay:




·
            LCI
                US$5,000 on acquisition of the property (paid);




·
            every
                six months, the greater of US$5,000 and 2% of direct exploration
                expenditures made for the benefit of the property; and




·
            on
                commencement of commercial production on the property, a 0.25% net
                smelter
                return royalty;




provided
      that the maximum amount payable to LCI for the El Alamo Prospect is
      US$2,000,000.




We
      currently hold a 100% interest in the El Alamo Prospect, subject to making
      the
      above described payments to LCI.




Camino
      Rojo Project




In
      July
      2007, we acquired, by staking, the Camino Rojo Project in Zacatecas State,
      Mexico, subject to the payment of a finder’s fee to LCI.  Under the
      terms of the agreement with LCI, we are required to pay:




·
            LCI
                US$5,000 on acquisition of the property (paid);




·
            every
                six months, the greater of US$5,000 and 2% of direct exploration
                expenditures made for the benefit of the property; and




·
            on
                commencement of commercial production on the property, a 0.25% net
                smelter
                return royalty;




provided
      that the maximum amount payable to LCI for the Camino Rojo Project is
      US$2,000,000.




We
      currently hold a 100% interest in the Camino Rojo Project, subject to making
      the
      above described payments to LCI.


Other
        Properties
  We
        have
        other property holdings in Mexico and Canada, which are not considered our
        primary or secondary properties.  These property interests are being
        held for possible future exploration, sale, or joint
        venture.  Interests in all of our properties are currently held
        through claims, leases and options and through working interests.  We
        review such holdings on a regular basis to determine if they should be
        retained.
  C.
              OrganizationalStructure
  We
        have
        one subsidiary: Canplats de Mexico S.A. de C.V., which was incorporated under
        the laws of Mexico on January 5, 2004.  We hold a 100% beneficial
        interest in Canplats de Mexico S.A. de C.V.


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D.
            Property,
                Plant and Equipment




Mexican
      Gold Prospects




Rodeo
      Gold Prospect




The
      Rodeo
      gold prospect is located approximately 150 kilometres north of Durango, Mexico
      and is comprised of two mineral claims covering an area of 13,820-hectare (53.4
      square miles).  The property is accessed by paved
      highway.




The
      Rodeo
      property is located along a major northwest-trending fault system, which places
      volcanic rocks against limestones and shales.




The
      Rodeo
      prospect was explored in the 1990s by Monarch Resources de Mexico, S.A. de
      C.V.,
      whose objective was to locate near-surface, bulk tonnage gold
      mineralization.  Monarch completed extensive mapping, selective and
      grid rock chip sampling, and reverse circulation drilling.  Sampling
      demonstrated highly anomalous disseminated and vein-controlled values in gold,
      silver, arsenic, antimony and mercury.  Strong geochemical anomalies
      were noted in multiple target areas over significant lengths and
      widths.




In
      January and February 2004, we carried out a Phase 1 drill program at Rodeo
      of
      reverse circulation drilling (a rotary percussion drill in which the drilling
      mud and cuttings return to the surface through the drill
      pipe).  Results of the program ranged from 0.71 grams per tonne of
      gold over 10 metres (0.02 ounces per ton of gold over 32.8 feet) to 5.94 grams
      per tonne of gold over 27 metres (0.17 ounces of gold per ton over
      88.6).  In September 2004, we completed a Phase 2 drill program at
      Rodeo, with results ranging from holes with no significant values of gold to
      2.04 grams of gold per tonne over 29 metres (0.06 ounces of gold per ton over
      95.1 feet).  During 2007, a follow up drill program was completed
      without encountering significant results.  In the three programs, a
      total of 3,291 meters in 25 holes were drilled.




Yerbabuena
      Gold Prospect




The
      Yerbabuena gold prospect is located approximately 150 kilometres north-northwest
      of Durango, Mexico and is comprised of three mineral claims totaling 7,610
      hectares (29.4 square miles). The property is accessed by gravel
      road.




The
      Yerbabuena prospect is located along a major northwest-trending fault system,
      which places volcanic rocks against limestones and shales.  The
      property covers four distinct areas of mineralization.




In
      May
      2005, we completed a Phase 1 drill program at Yerbabuena consisting of 12
      reverse circulation drill holes totalling 1,882 meters and three diamond drill
      holes (a type of rotary drill in which the cutting is done by abrasion using
      diamonds embedded in a matrix with the drill cutting a core of rock which is
      recovered in long cylindrical sections) totalling 608 meters.  Results
      of the program ranged from no significant values in certain drill holes to
      0.57
      grams per tonne of gold over 31.5 metres (0.02 ounces of gold per ton over
      103
      feet).




El
      Rincon Gold Prospect




The
      El
      Rincon Gold Prospect is located approximately 100 kilometres north of Durango,
      Mexico and is comprised of one mineral claim totaling 13,300 hectares (51.4
      square miles). The property is accessed by gravel road.




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The
      El
      Rincon prospect is located along a northeast-trending structural corridor which
      hosts two nearby gold deposits.  The property covers geophysical
      anomalies, for which mapping, sampling and detailed geophysics are recommended
      prior to drilling.




Mecatona
      Gold Prospect




The
      Mecatona Gold Prospect is located approximately 12 miles south of Parral, Mexico
      and is comprised of four claim blocks covering approximately 15.4 square miles
      (4,000 hectares). The property is accessed by gravel road.




The
      Mecatona Gold Prospect covers the principal veins of the Mecatona gold-silver
      district where historic mining activities focused on gold-silver production
      from
      epithermal veins measuring from one to five meters in thickness.  In
      late 2005, a mapping and sampling program was completed to identify drill
      sites.  In March 2006, a drill program comprised of 10 holes totalling
      1,010 meters was completed that tested the Maria and Plateada veins on the
      Mecatona Gold Prospect.  The best results from the drill program came
      from the Maria Vein where drilling intersected up to 2.4 grams of
      gold-equivalent per tonne over 42 meters (0.07 ounces of gold-equivalent per
      ton
      over 137.8 feet) from surface in hole MC-08. Drilling tested approximately
      600
      meters of strike length of the vein, which has been mapped over 2,000
      meters.  We are currently assessing the property to determine whether
      a follow up drill program is warranted.




Maijoma
      Prospect




The
      Maijoma Prospect is located approximately 70 kilometres southeast of Ojinaga,
      Mexico and is comprised of one claim block covering approximately 48 square
      miles (12,500 hectares). The property is accessed by gravel road from paved
      Highway 67.




The
      prospect covers a large (+25 kilometres2) area of hydrothermal alteration within
      the lower volcanic sequence.  This alteration is associated with
      iron-stained and locally silicified volcanic breccias, rhyolite-to-latite dikes
      and domes, and highly calcified intrusive rocks.  Several small
      windows through the volcanic sequence have exposed intensely altered limestone
      and skarn with associated jasperoids, hematite, jarosite, sulphide casts and
      local gossans up to two meters thick.  Exploration targets for the
      property include massive sulphide veins and replacement zones (mantos and
      chimneys) localized along structures peripheral to a variably skarned intrusive;
      and precious and base metals disseminated in the host sedimentary and volcanic
      rocks around the intrusive.  An initial drill program has been
      recommended based on prospecting, geological mapping and a limited geophysical
      study.




El
      Alamo Prospect




The
      El
      Alamo Prospect is located 66 kilometres southeast of Presidio, Texas and 42
      kilometres northeast of the Maijoma Prospect.  We also hold a 100%
      interest in the Aqua Loca and Los Volcanes claims that cover the area between
      the ElAlamo Prospect and the Maijoma Prospect (located 42 kilometres to the
      southwest).  The El Alamo Prospect is accessed by gravel road from
      paved Highway 67.




At
      El
      Alamo, a large area of variably-altered sediments and carbonates is enclosed
      by
      weakly-altered rhyolite volcanics. Several northwest-trending structures have
      been mapped and sampled over a strike length of 6
      kilometres.  Showings along the structure are marked by quartz
      veining, from 1 meter to 5 meters in width.  The host rock has been
      altered to skarn and marble over varying widths of 5 meters to 25 meters from
      the vein.  Samples along the vein generally assayed between 20 g/t
      silver and 260 g/t silver.  An IP geophysical survey identified
      several anomalies at shallow to moderate depths which are closely associated
      with the structures.  We are currently reviewing the El Alamo Prospect
      to determine an initial drill program.




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              16-
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        of Contents


Camino
      Rojo Project




The
      Camino Rojo Project consists of two claims covering approximately 100,000
      hectares (~385 square miles) that are located approximately 50 kilometres
      southeast of Goldcorp Inc.’s Peñasquito mine in the northeast corner of the
      State of Zacatecas, Mexico.  The property is accessed by 4 kilometres
      of gravel road from paved Highway 54.




The
      wholly-owned claims are underlain by sub-horizontal, calcareous siltstones
      and
      sandstones of the Caracol Formation.  Although most of the claims are
      covered by overburden, several small volcanic centers are located along a
      structural lineament 8 to 10 kilometres southeast of the main zone of
      mineralization on the property, known as the Represa Zone.




The
      Represa Zone’s mineralization is at surface and was discovered in a small quarry
      dug for road aggregate.  The zone was defined by a backhoe
      test-pitting program that included pits dug at 50-meter intervals along a 700
      meter-long, east-west oriented base line and three north-south survey lines
      ranging from 400 meters to 650 meters in length.  The pits were
      between 1.5 meters and 3.0+ meters deep.  Generally, two or more
      representative samples were collected from bedrock in each
      pit.  Values for individual samples ranged up to 6.18 grams of gold
      per tonne, 1.24% zinc and 1.46% lead.




Based
      on
      a cut-off grade of 0.20 grams of gold per tonne, pit sampling defined an area
      measuring 300 meters by 500 meters with the following average assay values
      (based on an arithmetic average of pit samples collected within the
      zone):  gold: 0.65 grams/tonne; silver: 10.7 grams/tonne; zinc: 0.21%;
      and lead: 0.26%.  Within this zone is a higher grade core measuring
      175 meters by 275 meters with the following average assay
      values:  gold: 1.00 gram/tonne; silver: 11.3 grams/tonne; zinc: 0.18%;
      and lead: 0.34%.




The
      mineralization is hosted in weak to moderately brecciated siltstones and
      sandstones which have been flooded with hematite, manganese and isolated fine
      quartz veinlets.  The area is generally covered with overburden
      ranging from 0.25 meters to in excess of three meters in
      thickness.  The Represa Zone is open to the east and west where test
      pitting could not reach bedrock.




A
      reverse
      circulation drill program commenced on the property in November and is
      continuing.  Two diamond drills are now on the property and will
      continue to drill as long as results warrant.




Office
      Space




Under
      a
      Management Services Agreement with Silver Standard, we retained Silver Standard
      to provide us with general corporate management, accounting, administrative
      and
      technical services.  For personnel, hourly rates charged are based on
      direct salary costs and benefits, as well as a factor for overhead costs, office
      equipment, usage, management services personnel, office space and
      furnishings.  See Item 6D. - “Employees”.




Item
                5
            Operatingand
                Financial Review and
                Prospects




A.
            Operating
                Results




Management’s
      discussion and analysis is presented in relation to our financial statements,
      which statements are prepared in accordance with Canadian
      GAAP.  Reference should be made to note 14 to our financial statements
      for a discussion of material differences from the amount presented to U.S.
      GAAP.


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Year
      ended July 31, 2007 compared to year ended July 31, 2006.




During
      the fiscal year ended July 31, 2007, the Company incurred a loss of $872,222
      ($0.02 per share) compared to a loss of $335,568 ($0.01 per share) for fiscal
      year ended July 31, 2006.




Total
      expenses for the year increased to $930,647 from the $348,304 recorded in the
      prior year.  During the year, 2,040,000 (2006 - nil) stock options
      were granted to employees, directors and consultants. Stock-based compensation
      expense for the year was $561,790 (2006 - nil).  Without stock-based
      compensation expense, total expenses in the current year were $368,857,
      resulting in an increase of $20,553 in 2007 compared to
      2006.  Exploration expense decreased to $128,808 from $134,878 in the
      prior year.  The arrangement with G2 Consultants Corporation to
      provide investor relations services continued throughout fiscal
      2007.  Investor relations costs for fiscal 2007 were $88,800 compared
      to $87,930 recorded in the prior year and of the amount expended in fiscal
      2007,
      $48,000 (2006 - $40,000) was paid to G2 Consultants.  Listing and
      filing fees of $9,942 (2006 - $13,672) decreased in the current year due to
      less
      financing activity.  Professional fees of $34,525 (2006 - $10,500)
      increased in the current year due to an under-accrual in audit fees for the
      2006
      year-end as well as higher than expected costs associated to the current year’s
      audit.  Office costs of $13,807 (2006 - $6,691) increased in the
      current year due to additional mailing costs related to the calling of warrants
      in accordance with the warrant agreements.




Interest
      income increased to $75,813 in fiscal 2007, compared to $18,319 in fiscal
      2006.  This increase relates to higher cash balances available for
      investment and higher interest rates.




Year
      ended July 31, 2006 compared to year ended July 31, 2005.




During
      the fiscal year ended July 31, 2006, we incurred a loss of $335,568 ($0.01
      per
      share) compared to a loss of $1,493,747 ($0.05 per share) for fiscal year ended
      July 31, 2005.




Total
      expenses for the year decreased to $348,304 from the $402,431 recorded in the
      prior year.  Stock-based compensation expense of $111,000 was
      recognized in the prior year as options granted in earlier years
      vested.  No stock options were granted in fiscal
      2006.  Without stock-based compensation expense, total expenses in the
      prior year were $291,431, resulting in an increase of $56,873 in 2006 compared
      to 2005.  Exploration expense increased to $134,878 from $14,780 in
      the prior year with the majority of the increase relating to Mexican generative
      programs that commenced in January, 2006.  As a result of
      this exploration,
      the Maijoma and Agua de la Loca properties in the state of Chihuahua were
      staked.  The arrangement with G2 Consultants Corporation to provide
      financial relations services continued throughout fiscal 2006, but with a
      reduced rate due to the reduced activity.  Investor relations costs
      for fiscal 2006 were $87,930 compared to $156,928 recorded in the prior year
      and
      of the amount expended in fiscal 2006, $40,000 (2005 - $82,000) was paid to
      G2
      Consultants.  Also under investor relations, costs for attendance at
      trade shows and related travel were $23,968 less than the prior
      year.  Listing and filing fees of $13,672 (2005 - $7,752) were up in
      the current year due to more financing activity.




Interest
      income decreased to $18,319 in fiscal 2006, compared to $21,239 in fiscal
      2005.  This decrease relates to lower cash balances available for
      investment partially offset by higher interest rates.




There
      was
      a recovery of $6,104 relating to the Santa Lucia property in Mexico that was
      written off in the prior year.  This relates to an over-accrual of
      property expenses.  During the prior year, a total of $1,133,280 in
      mineral properties in Ontario and Mexico were abandoned and
      written-off.




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              18-
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Selected
      Quarterly Financial
      Data (unaudited)




2007
              $
            2006
              $Q1
            Q2
            Q3
            Q4
            Q1
            Q2
            Q3
            Q4Total
                revenues
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil
            NilLoss
                for the quarter
            (92,965)
            (533,726)*
            (154,418)
            (91,113)
            (44,306)
            (111,284)
            (110,381)
            (69,597)Loss
                per share - basic and diluted
            (0.00)
            (0.01)
            (0.00)
            (0.01)
            (0.00)
            (0.01)
            (0.00)
            (0.00)




*
            During
                the second quarter of 2007, the Company issued 2,040,000 stock options
                at
                an exercise price of $0.44. The stock-based compensation expense
                that was
                recorded was $433,650.




Fourth
      quarter ended July 31, 2007 compared to fourth quarter ended July 31,
      2006




The
      loss
      for the fourth quarter was $91,113 ($0.01 per share) compared to a loss of
      $69,597 ($0.00 per share) in the fourth quarter of the prior
      year.  The increased loss for the quarter over the prior year is
      mainly due to the non-cash stock-based compensation expense of $64,070 offset
      by
      a reduction in spending in general exploration of $37,503.




B.
            Liquidityand
                Capital Resources




At
      July
      31, 2007, we had $2,106,551 (2006 - $1,590,245) in cash and cash equivalents
      and
      working capital of $2,048,884 (2006 - $1,538,449).  Management has
      estimated that we will have adequate funds from existing working capital to
      meet
      our corporate, administrative and property obligations for the coming
      year.  If we are to advance or develop our mineral properties further,
      it will be necessary to obtain additional financing and while we have been
      successful in the past, there can be no assurance that we will be able to do
      so
      in the future.




We
      have
      no contractual obligations other than mineral property holding and finder’s fee
      costs.




Operating
      Activities




Operating
      activities required a funding of $304,561 in 2007 and $398,433 and $206,038
      for
      the years ending July 31, 2006 and July 31, 2005, respectively.




Financing
      Activities




A
      total
      of $2,124,312 was raised in fiscal 2007 through the exercise of warrants and
      options.  A summary of the components of the funds raised in 2007 and
      the two prior years is as follows:




2007
              $
            2006
              $
            2005
              $Private
                placement
            -
            2,030,000
            100,000Exercise
                of stock options
            22,500
            5,500
            5,500Exercise
                of warrants
            2,101,812
            26,250
            -2,124,312
            2,061,750
            105,500




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              19-
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In
      September 2006, $22,500 was raised from the exercise of 75,000 stock options
      that had an exercise price of $0.30 per share.  An additional
      $2,101,812 was raised throughout the year from the exercise of 8,407,250
      warrants that had an exercise price of $0.25 per share.




In
      January 2006, the Company completed a private placement consisting of 5,150,000
      units at a price of $0.20 per unit for total proceeds of
      $1,030,000.  In June 2006, the Company completed a second private
      placement consisting of 5,000,000 units at a price of $0.20 per unit for total
      proceeds of $1,000,000.  $5,500 was raised from the exercise of 50,000
      stock options that had an exercise price of $0.11 per share.  An
      additional $26,250 was raised from the exercise of 105,000 warrants that had
      an
      exercise price of $0.25 per share.




Investing
      Activities




A
      total
      of $1,172,921 in cash was spent on the Company’s various mineral properties in
      2007.  All of the funds were spent on properties in
      Mexico.  The most active exploration program was on the Rodeo property
      where $523,715 (2006 - $53,109) was spent, which included $371,293 of
      drilling.  Cash exploration costs at our other properties were
      $110,150 (2006 - $109,441) at Yerbabuena; $370,028 (2006 - $55,763) at the
      Maijoma, El Alamo and Camino Rojo properties; $138,126 (2006 - $356,455) at
      Mecatona and $30,902 (2006 - $20,174) at the El Rincon property.




Acquisitions
      and Disposals




See
      Item
      4.A - “General Background”.




Risks
      and Uncertainties




As
      a
      mineral exploration company, we are exposed to a number of risks and
      uncertainties.  See Item 3.D.-”Risk Factors”.




Impact
      of Inflation




Currently,
      inflation in Canada is similar to that in the U.S.  Inflation is not
      expected to have a material impact on us beyond the impact on all businesses
      generally, such as higher cost of materials, services and salaries.




C.
            Researchand
                Development, Patents and Licenses, etc.




We
      are a
      mineral exploration company with no producing properties; the information
      required by this item is inapplicable.




D.
            TrendInformation




We
      are a
      mineral exploration company with no producing properties; the information
      required by this item is inapplicable.




Item
                6
            Directors,
                Senior Management and
                Employees




A.
            Directors
                and SeniorManagement




The
      following table lists as of December 31, 2007 the names of our directors and
      senior management.  Each of the directors and senior officers has
      served in his respective capacity since his election and/or appointment and
      will
      serve until the next annual general meeting of shareholders or until a successor
      is duly elected, unless the office is vacated in accordance with our
      Articles.




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              20-
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        of
        Contents


Table
      No. 5


Our
      Directors and Senior Management




Name
            Position
                with Canplats
            Date
                of First
              Appointment
            AgeR.E.
                Gordon Davis(1)(2)(3)
            Chairman,
                CEO and Director
            March
                2000
            69Robert
                A. Quartermain(1)(2)(3)
            Director
            March
                2000
            52James
                W. Tutton(1)(2)(3)
            Director
            October
                1999
            68Bruce
                A. Youngman(3)
            President
                and COO
            December
                2007
            50Kenneth
                C. McNaughton(3)
            Vice
                President, Exploration
            March
                2000
            49Tom
                S.Q. Yip(3)
            Vice
                President, Finance & CFO
            July
                2007
            50John
                J. Kim(3)
            Corporate
                Secretary
            December
                2007
            40Joseph
                J. Ovsenek(3)
            Assistant
                Corporate Secretary
            January
                2004
            49




(1)
            Member
                of the Audit Committee


(2)
            Member
                of the Compensation Committee


(3)
            Resident
                of Canada




Resumes




Our
      Board of Directors and Senior Management




The
      following is a brief description of the principal business activities ofour directors and
      senior
      management:




R.E.
      Gordon Davis




Mr.
      Davis
      is our Chairman and Chief Executive Officer and responsible for our day to
      day
      operations as well as strategic planning and the raising of capital to fund
      our
      operations.  Mr. Davis graduated with a Bachelor of Applied Science
      Degree in Geological Engineering in 1962.  He was a Director and
      Senior Executive with Dynasty Explorations Ltd. and its successor corporation,
      Cyprus Anvil Mining Corporation from 1964 to 1982.  Since 1982, Mr.
      Davis has been a director of a number of resource companies including Pine
      Point
      Mines Ltd., Cabre Exploration Ltd. and Golden Knight Resources
      Inc.  In addition, Mr. Davis is a director of Silver Standard, a
      mineral resource exploration company (whose shares are listed on the Toronto
      Stock Exchange and Nasdaq Global Market) with which we have two common directors
      and common officers.  Mr. Davis is also a director of Pacific Ridge
      Exploration Ltd.




Robert
      A. Quartermain




Mr.
      Quartermain graduated in 1977 from University of New Brunswick with a B.Sc.
      in
      geology, and from Queen’s University in 1981 with a M.Sc. in mineral
      exploration.  From 1976 to 1981 he worked for the Geological Survey of
      Canada and private industry on mapping and exploration programs in the Northwest
      Territories and Eastern Canada.  Mr. Quartermain worked for Teck Corp.
      from 1981-1984 before becoming president and a director of Silver Standard
      Resources Inc. in 1985.  A position he currently holds.  He
      is currently President of the Silver Institute an International body of silver
      explorers, producers, manufacturers and financiers.




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              21-
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        of Contents


James
      W. Tutton




Mr.
      Tutton is a self-employed business consultant.  From 1968 to 1992 he
      was employed as Chairman, President and Director of Webb & Knapp (Canada)
      Ltd. following amalgamation with Wolstencroft Agencies Ltd.  Mr.
      Tutton also serves as a director of Archon Minerals Limited, Horseshoe Gold
      Mining Inc., Finlay Minerals Ltd., Consolidated Firstfund Capital Corp., New
      Nadina Explorations Limited, Williams Creek Explorations Limited and Prism
      Resources Inc.




Bruce
      A. Youngman




Mr.
      Youngman has been appointed President and Chief Operating Officer to lead our
      management team in advancing our exploration programs at the Camino Rojo Project
      and at our other properties.  Mr. Youngman has over 25 years of
      experience in mineral exploration and public company management.  Mr.
      Youngman served as a director and senior officer of Northern Dynasty Minerals
      Ltd. and was closely involved in the acquisition and exploration of the Pebble
      Gold-Copper Porphyry Project in Alaska.




Kenneth
      C. McNaughton




Mr.
      McNaughton devotes approximately 7% of his time to our business, with the
      remainder of his time allocated to Silver Standard.  Mr. McNaughton is
      a professional engineer and earned a B.A.Sc. and M.A.Sc. in geological
      engineering in 1981 and 1983, respectively, from the University of
      Windsor.  Before joining Silver Standard in 1991 as Vice President,
      Exploration, he worked as contract engineer for Oretech
      Engineering and worked on exploration programs for three bulk mineable gold
      or
      copper/gold deposits in Arizona and British Columbia.  From 1984 to
      1989, he was employed by Corona Corporation and its affiliate Mascot Gold Mines
      Ltd. as a project geologist and engineer for projects in British
      Columbia.  Mr. McNaughton also serves as a director of Minco Silver
      Corporation.




Tom
      S.Q. Yip




Mr.
      Yip
      devotes approximately 5% of his time to our business, with the remainder of
      his
      time allocated to Silver Standard.  Mr. Yip is Vice President, Finance
      and Chief Financial Officer.  His career includes 22 years in senior
      financial management positions in the resources and mining industry. Prior
      to
      joining Silver Standard, he held the position of Vice-President and Chief
      Financial Officer at Asarco, LLC.  He also held finance roles of
      increasing responsibility at Echo Bay Mines Ltd., including Vice-President,
      Finance and Chief Financial Officer, before the company merged with Kinross
      Gold
      Corporation in 2003.  Mr. Yip is a chartered accountant and holds a
      Bachelor of Commerce in Business Administration from the University of
      Alberta.




John
      J. Kim




Mr.
      Kim
      devotes approximately 10% of his time to our business, with the remainder of
      his
      time allocated to Silver Standard.  Mr. Kim has over ten years
      experience as a paralegal at several law firms in Vancouver practising in the
      area of securities and corporate finance.  His experience includes
      legal matters related to acquisitions, mergers, takeovers, initial public
      offerings, secondary financings, cross-border financings, stock option plans,
      public company disclosure requirements and stock exchange listings as well
      as
      SEDAR, SEDI and EDGAR filings.  Mr. Kim’s primarily responsible for
      our securities and corporate filings management.  He is currently the
      Assistant Corporate Secretary for Silver Standard Resources Inc.




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              22-
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        of Contents


Joseph
      J. Ovsenek




Mr.
      Ovsenek devotes approximately 5% of his time to our business, with the remainder
      of his time allocated to Silver Standard.  Mr. Ovsenek is Senior Vice
      President, Corporate of Silver Standard and is responsible for Silver Standard’s
      day-to-day corporate activities, including corporate and securities
      compliance.  Mr. Ovsenek has been a practicing corporate lawyer for
      over seventeen years, and holds a Bachelor of Law degree from the University
      of
      Toronto.  He originally joined Silver Standard as legal counsel in
      1996.  He is also a registered professional engineer, and holds a
      Bachelor of Science degree from the University of British
      Columbia.  Mr. Ovsenek also serves as a director of Esperanza Silver
      Corporation.




There
      are
      no family relationships among the members of our board of directors or the
      members of our senior management.




B.
            Compensation




We
      have
      no formal plan for compensating our directors for their services in their
      capacity as directors.  The board of directors may award special
      remuneration to any director undertaking any special services on our behalf
      other than services ordinarily required of a director.  Other than
      indicated below, no director received any compensation for his or her services
      as a director, including committee participation and/or special
      assignments.




Compensation
      of Named Executive Officers




“Named
      Executive Officers” means the Chief Executive Officer (“CEO”) and the Chief
      Financial Officer (“CFO”) of a company, or if a company does not have a CFO, an
      individual which acted in a similar capacity, regardless of the amount of
      compensation of that individual, each of a company’s three most highly
      compensated executive officers, other than the CEO and CFO, who were serving
      as
      executive officers at the end of the most recent financial year and whose total
      salary and bonus amounted to $150,000 or more.  In addition,
      disclosure is also required for any individuals whose total salary and bonus
      during the most recent financial year was $150,000 whether or not they are
      an
      executive officer at the end of the financial year.




We
      currently have two Named Executive Officers, R.E. Gordon Davis, the Chairman
      and
      Chief Executive Officer and Tom S.Q. Yip, the Chief Financial Officer of the
      Company.




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              23-
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        of Contents


Summary
      Compensation Table




Table
      No. 6


Summary
      Compensation Table




Annual
                Compensation
            Long
                Term
                CompensationAwards
            PayoutsShares
                orName
                and Principal
                Position
            Year
              (1)
            Salary
              ($)
            Bonus
                ($)
            Other
                Annual
                Compen-
              sation
              ($)
            Securities
              Under
                Options Granted (#)
                (2)
            Units
                Subject to Resale
                Restrictions ($)
            LTIP
                Payouts
                ($)
              (4)
            All
                Other
                Compen-
              sation
                ($)R.E.
                Gordon
                Davis
              Chairman,
                CEO and
                Director
            2007
              2006
              2005
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            350,000
              Nil
              50,000
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              NilRoss
                A.
                Mitchell
              Vice
                President,
                Finance(3)(4)
            2007
              2006
              2005
            $11,894
              $6,155
              $5,288
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            100,000
              Nil
              25,000
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              NilTom
                S.Q. Yip
              Vice
                President, Finance and
                CFO
              (4)
            2007
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil




(1)
            Fiscal
                years ended July 31.


(2)
            Figures
                represent options granted during a particular year; see “Aggregated
                Option” table for the aggregate number of options outstanding at year end.


(3)
            We
                did not compensate Mr. Mitchell directly; however, Mr. Mitchell received
                remuneration as an officer of Silver Standard, a portion of which
                is
                charged to us by Silver Standard pursuant to the Management Agreement
                we
                have with Silver Standard. See Item 6.D “Employees” for further details.


(4)
            Mr.
                Mitchell resigned as Vice President, Finance on July 30, 2007. Mr.
                Tom
                S.Q. Yip was appointed Vice President, Finance and Chief Financial
                Officer
                on July 30, 2007.




Long
      Term Incentive Plan




Long
      term
      incentive plan (“LTIP”) means any plan providing compensation intended to
      motivate performance over a period greater than one financial
      year.  LTIPs do not include option or stock appreciation rights plans
      or plans for compensation through shares or units that are subject to
      restrictions on resale.  We did not grant any LTIPs during the
      recently completed fiscal year ended July 31, 2007.




Options
      and SARs




Stock
      Appreciation Rights




Stock
      appreciation right (“SAR”) means a right, granted by an issuer or any of its
      subsidiaries as compensation for employment services or office to receive cash
      or an issue or transfer of securities based wholly or in part on changes in
      the
      trading price of our shares.  No SARs were granted or exercised by the
      Named Executive Officers during the recently completed fiscal year ended July
      31, 2007.





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              24-
 Table
        of Contents


Aggregated
      Option Exercises During the Most Recently Completed Financial Year and Financial
      Year-End Option Values




The
      following table sets forth details of all exercises of stock options during
      the
      last financial year ended July 31, 2007, by the Named Executive Officers and
      the
      financial year-end value of unexercised options on an aggregated
      basis:






Table
      No. 8


Aggregated
      Option Exercises During the Most Recently Completed Financial Year


and
      Financial Year-End Option Values




Name
            Securities
                Acquired on Exercise
            Aggregate
                Value Realized ($)(1)
            Unexercised
                Options at Financial Year-End # Exercisable/ Unexercisable
            Value
                of Unexercised In-the-Money Options at Financial Year-End ($) (2)
                Exercisable/ UnexercisableR.E.
                Gordon Davis
            Nil
            Nil
            225,000
                / 175,000
            500
                / 0Ross
                A. Mitchell
            Nil
            Nil
            75,000
                / 50,000
            250
                / 0Tom
                S.Q. Yip
            Nil
            Nil
            0
                /
                0
            0
                /
                0




(1)
            Valued
                using the closing price of our common shares on the TSX Venture Exchange
                (the “Exchange”) on the date of exercise, less the exercise price per
                share.


(2)
            Valued
                using the closing price of our common shares on the Exchange on July
                31,
                2007, being the last trading day of our shares for the financial
                year, of
                $0.38 per share, less the exercise price per share.




Termination
      of Employment,
      Change in Responsibilities and Employment Contracts




We
      have
      no plans or arrangements in respect of remuneration received or that may be
      received by our Named Executive Officers in our most recently completed
      financial year or current financial year in respect of compensating such officer
      in the event of termination of employment (as a result of resignation,
      retirement, change of control, etc.) or a change in responsibilities following
      a
      change of control, where the value of such compensation exceeds $100,000 per
      executive officer.




Compensation
      to Directors and Executive Officers




Compensation
      of Directors
      who are not Executive Officers




During
      fiscal 2007, we had no arrangements, standard or otherwise, pursuant to which
      we
      or our subsidiaries compensated our directors for their services in their
      capacity as directors, or for committee participation, involvement in special
      assignments or for services as consultants or experts.




The
      following table sets forth details of all exercises of stock options during
      the
      last financial year ended July 31, 2007, by directors who are not Named
      Executive Officers, as a group, and the financial year-end value of unexercised
      stock options on an aggregated basis:




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Table
      No. 10




Aggregated
      Option Exercises in Last Financial Year and Financial Year-End Option Values
      of
      Directors Who are Not Named Executive Officers (as a group)


Name
            Securities
                Acquired on Exercise
              (#)
            Aggregate
                Value Realized
              ($)(1)
            Unexercised
                Options at Financial Year-End (#) Exercisable/
                Unexercisable
            Value
                of Unexercised
                In-the-Money Options at Financial Year-End ($)(2)Exercisable/
                UnexercisableDirectors
                who are not Named Executive Officers (2)
            0
            0
            320,000
                / 120,000
            70,000
                / 0




(1)
            Valued
                using the closing price of our common shares on the Exchange on the
                date
                of exercise, less the exercise price per share.


(2)
            Valued
                using the closing price of our common shares on the Exchange on July
                31,
                2007, being the last trading day of our shares for the financial
                year, of
                $0.38 per share, less the exercise price per share.




During
      the most recently completed financial year, except for the above-noted Stock
      Options, our directors did not receive compensation for services provided to
      us
      in their capacities as directors and/or consultants and/or experts.




Compensation
      of Directors
      and Senior Officers




Total
      compensation for all directors and senior officers during the year ended July
      31, 2007 totalled $49,003, based on hourly rates charged for personnel by Silver
      Standard, which included direct salary costs and benefits, as well as a factor
      for overhead costs, office equipment, usage, management services personnel,
      office space and furnishings (see Item 6.D. - “Employees”).  The
      reported figure is for direct salary costs and benefits only.




Executive
      Benefits




We
      do not
      have a pension, retirement fund or similar benefits plan or other arrangement
      for non-cash compensation to our directors or senior officers, with the
      exception of incentive stock options.




Options
      to Purchase Securities from Company or Subsidiaries




Options
      Outstanding




Stock
      Options to purchase our securities are granted to our directors, officers and
      employees on terms and conditions acceptable to the regulatory authorities
      in
      Canada, notably the TSX Venture Exchange (the “Exchange”).  Our board
      of directors adopted the 2003 Stock Option Plan under which 10% of our issued
      and outstanding shares are reserved for issuance on the exercise of incentive
      stock options (including previously issued stock options). The 2003 Stock Option
      Plan was first approved by our shareholders at our 2003 Annual General Meeting
      held on December 17, 2003 and has been approved and ratified by our shareholders
      at each of our subsequent Annual General Meetings, including our 2007 Annual
      General Meeting held on December 19, 2007.




Under
      our
      2003 Stock Option Plan, (a) stock options in favor of any one individual may
      not
      exceed 5% of the issued and outstanding shares of common stock, (b) no stock
      option is transferable by the optionee other than by will or the laws of descent
      and distribution, (c) a stock option is exercisable during the lifetime of
      the
      optionee only by such optionee, (d) the maximum term of each stock option is
      five years, with the vesting period determined at the discretion of the Board
      of
      Directors and (e) the minimum exercise price for a stock option is the last
      closing price of our common shares on the TSX Venture Exchange immediately
      preceding the granting of the option.




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The
      number of stock options and the number of common shares subject to such stock
      options granted to executive officers as a group and to directors who are not
      executive officers as a group are set out below as of July 31,
      2007.  The exercise price of the stock options is stated in Canadian
      dollars.




Table
      No. 11


Outstanding
      Stock Options




Number
                of Options Outstanding
            Exercise
                Price*
            Expiry
                DateExecutive
                Officers
            50,000
              350,000
            $0.37
              $0.44
            January
                12, 2008
              December
                19, 2011Directors
                who are not
              Executive
                Officers
            70,000
              500,000
            $0.37
              $0.44
            January
                12, 2008
              December
                19, 2011Employees
                and Consultants
            415,000
              1,190,000
            $0.37
              $0.44
            January
                12, 2008
              December
                19, 2011Total:
            2,575,000




In
      the
      year ended July 31, 2006, 8,515,250 common share purchase warrants were issued
      relating to two private placements.  Of the warrants issued, 7,575,000
      were issued for cash of $611,784 and 940,250 were issued for finder’s and
      broker’s fees.  The fair value assigned to the 940,250 warrants issued
      was $72,646.




During
      2006, 5,870,000 warrants expired.  The value assigned to these
      warrants of $65,000 was reclassified to contributed surplus.  During
      the current year, 3,000 warrants expired.  The value assigned to these
      warrants of $279 has been reclassified to contributed surplus.




In
      the
      year ended July 31, 2007, 8,407,250 common share purchase warrants were
      exercised for cash of $2,101,812.  As at July 31, 2007, we have no
      share purchase warrants outstanding.




C.
            BoardPractices




Our
      directors are elected annually and hold office until the next annual general
      meeting of our shareholders or until their successors in office are duly elected
      or appointed.  We do not have an executive committee.  All
      directors are elected for a one-year term.  All officers serve at the
      pleasure of the Board. We held an annual general meeting of our shareholders
      on
      December 19, 2007 and anticipate holding our next annual general meeting of
      our
      shareholders in December of 2008.




Our
      Board
      of Directors has two committees: the Audit Committee and the Compensation
      Committee.  The members of the Audit Committee and Compensation
      Committee do not have any fixed terms for holding their positions, are appointed
      and replaced from time to time by resolution of the Board of Directors and
      do
      not receive any separate remuneration for acting as members of the
      committees.




The
      Audit
      Committee, comprised of R.E. Gordon Davis, Robert A. Quartermain and James
      W.
      Tutton, has the responsibility of reviewing with our Auditor all financial
      statements to be submitted to an annual general meeting of our shareholders,
      prior to their consideration by the Board of Directors.  Following its
      review, the Audit Committee must submit a report on the financial statements
      to
      the Board of Directors.




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The
      Compensation Committee, comprised of R.E. Gordon Davis, Robert A. Quartermain
      and James W. Tutton, has the responsibility for determining executive and
      management direct remuneration and stock options. The President’s function in
      relation to the Compensation Committee is to make specific recommendations
      on
      remuneration with supporting commentary on individual performance and industry
      standards.




Currently,
      we do not have service contracts with any of our officers or those of our
      subsidiaries providing for benefits upon termination of employment (see Item
      6.B
      - “Compensation”).




D.
            Employees




On
      February 1, 2004, we entered into a management services agreement with Silver
      Standard.  Under the agreement, Silver Standard provides us with
      general corporate management, administrative and technical
      services.  For personnel, hourly rates charged are based on direct
      salary costs and benefits, as well as a factor for overhead costs, office
      equipment, usage, management services personnel, office space and
      furnishings.  The agreement also provides for Silver Standard to
      recalculate charge out rates from time to time to take into account increased
      costs of providing the services.




E.
              ShareOwnership




The
      following table sets out, as of December 31, 2007 the number of our common
      shares beneficially owned by the Named Executive Officers, whom, to our
      knowledge, possess sole voting and investment power with respect to the shares
      shown.




Table
      No. 12


Named
      Executive Officer Share Ownership




Name
                of Beneficial
              Owner
            Title
                of Class
            Number
                of Securities of Class
            Percent
                of ClassR.E.
                Gordon Davis
            Common
            1,864,250*
            3.8%Tom
                S.Q. Yip
            Common
            50,000*
            0.1%




*includes
      options and warrants exercisable within 60 days.




As
      at
      December 31, 2007, our directors and officers held, as a group, directly or
      indirectly, an aggregate of 3,761,800 common shares and no share purchase
      warrants.




The
      number of stock options and the number of common shares subject to such stock
      options granted to the Named Executive Officers are set out below as of December
      31, 2007.  The exercise price of the stock options is stated in
      Canadian dollars.




Table
      No. 13


Named
      Executive Officer Stock Options




Name
            Number
                of Options Outstanding
            Exercise
                Price
            Expiry
                DateR.E.
                Gordon Davis
            350,000
              200,000
            $0.44
              $0.44
            December
                19, 2011
              October
                24, 2012Tom
                S.Q. Yip
            100,000
            $0.44
            October
                24, 2012




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Item
                7
            MajorShareholders and Related Party
                Transactions




A.
            Major
                Shareholders




To
      the
      best of our knowledge at the date of this Annual Report, no shareholder directly
      or indirectly owns more than 5% of our issued shares.




To
      the
      best of our knowledge, we are not directly or indirectly owned or controlled
      by
      another corporation, by any foreign government or by any other natural or legal
      person severally or jointly.




Our
      common stock is issued in registered form and the following information is
      taken
      from the records of Computershare Investor Services Inc. (located in Vancouver,
      British Columbia, Canada), the registrar and transfer agent for the common
      stock.




On
      July
      31, 2007, the shareholders’ list for our common stock showed 1,492 registered
      shareholders and 48,810,056 shares outstanding.  1,229 of these
      registered shareholders were U.S. residents, owning 7,164,612, shares
      representing 15% of our issued and outstanding shares.




B.
              RelatedParty
                  Transactions


Since
      August 1, 2005, we have entered or have proposed to enter into the following
      transactions that have materially affected or will materially affect us in
      which
      any director, executive officer, or beneficial holder of more than 10% of the
      outstanding common stock, or any of their respective relatives, spouses,
      associates or affiliates has had or will have any direct or material indirect
      interest.




We
      entered into a Management Services Agreement with Silver Standard, a company
      with two common directors (R.E. Gordon Davis and Robert A. Quartermain), under
      which Silver Standard provides us with administrative and technical services
      (see Item 6.D - “Employees”).




During
      2007, we accrued $354,936 (2006 - $312,300) in geological support, management
      and administration expenses to Silver Standard.  Included in amounts
      payable at July 31, 2007 is $20,850 (2006 - $47,469) payable to Silver
      Standard.  During fiscal 2006, we sold property, plant and equipment
      to a related company for proceeds of $19,722.  Any amounts payable to
      related parties are non-interest bearing and without specific terms of
      repayment.  Any transactions for expense reimbursement or asset sales
      with related parties are at normal business terms.




C.
            Interestsof
                Experts and Counsel




This
      Form
      20-F is being filed as an annual report under the Exchange Act, and, as such,
      there is no requirement to provide any information under this
      sub-item.




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Item
                8
            FinancialInformation




A.
            ConsolidatedStatements
                and Other Financial Information




Our
      financial statements are stated in Canadian dollars (Cdn$) and are prepared
      in
      Canadian Generally Accepted Accounting Principles (“GAAP”), which differ in
      certain respects from those principles that we would have followed had our
      financial statements been prepared in accordance with US GAAP.  The
      major measurement differences between Canadian and US GAAP, as they affect
      us,
      are disclosed in note 14 to the financial statements.




Exhibited
      hereto are audited financial statements prepared by our management, audited
      by
      an independent auditor and accompanied by an audit report:




(a)
            PricewaterhouseCoopers
                LLP Auditors’ Report, dated November 20, 2007.




(b)
            Consolidated
                Balance Sheets as at July 31, 2007 and July 31, 2006 (in Canadian
                Dollars).




(c)
            Consolidated
                Statements of Loss and Deficit for the years ended July 31, 2007,
                July 31,
                2006 and July 31, 2005 (in Canadian Dollars).




(d)
            Consolidated
                Statements of Cash Flows for the years ended July 31, 2007, July
                31, 2006
                and July 31, 2005 (in Canadian Dollars).




(e)
            Consolidated
                Statements of Changes in Shareholders’ Equity for the years ended
                July 31, 2007, July 31, 2006 and July 31, 2005 (in Canadian
                Dollars).




(f)
            Notes
                to Consolidated Financial Statements for the years ended July 31,
                2007,
                July 31, 2006 and July 31, 2005 (in Canadian Dollars).




We
                have not paid dividends in the past five years and do not expect
                to pay
                dividends in the near future. Our present policy is to retain future
                earnings for use in our operations and the expansion of our business.




B.
            SignificantChanges




No
      significant changes have occurred since the date of our most recent audited
      financial statements, July 31, 2007, other than the following:




(a)
            on
                October 24, 2007, we granted 1,620,000 stock options to our directors,
                officers, employees and consultants at an exercise price of $0.44
                and an
                expiry date of October 24, 2012;




(b)
            on
                December 3, 2007, we granted 100,000 stock options to a consultant
                at an
                exercise price of $1.82 with an expiry date of December 3, 2021;




(c)
            on
                December 6, 2007, we granted 50,000 stock options to a consultant
                at an
                exercise price of $1.87 with an expiry date of December 6, 2021;




(d)
            on
                December 20, 2007, we granted 350,000 stock options to an officer
                and to a
                consultant at an exercise price of $2.89 with an expiry date of December
                20, 2021; and




(e)
            on
                January 21, 2008 we announced additional drill results from our Camino
                Rojo Project.




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Item
                9
            TheOffer and Listing




A.
            Offerand
                Listing Details




We
      became
      a reporting issuer in the Province of British Columbia upon the issuance of
      a
      receipt for a prospectus on December 11, 1967 and our common shares were first
      listed on the Vancouver Stock Exchange (a predecessor of the TSX Venture
      Exchange) on June 21, 1972.  In April 1992, our common shares were
      delisted by the Vancouver Stock Exchange for failure to pay sustaining
      fees.  We were the subject of cease trade orders issued by the British
      Columbia Securities Commission on September 9, 1992 and January 11, 1993, for
      failure to submit statutory filings.  Both of these cease trade orders
      were rescinded by the British Columbia Securities Commission on January 22,
      1993.




Our
      initial public offering prospectus was filed with and receipted by the British
      Columbia and Alberta Securities Commissions on February 14,
      2001.  Effective March 22, 2001, our common shares again commenced
      trading on the TSX Venture Exchange (“TSX-V”) in Toronto, Ontario, Canada, under
      the trading symbol CPQ and CUSIP #138054-10-1.




The
      following tables set out the reported high and low prices for (a) the five
      most
      recent fiscal years; (b) each quarterly period for the past two fiscal years
      and
      for the first quarter of 2007; and (c) each month for the past six
      months.






Table
      No. 14


High
      and Low Price for the Five Most Recent Fiscal Years


on
      the TSX-V (Cdn$’s)




Fiscal
                Year Ended
            High
            LowJuly
                31, 2007
            $0.56
            $0.31July
                31, 2006
            $0.37
            $0.10July
                31, 2005
            $0.49
            $0.12July
                31, 2004
            $0.84
            $0.095July
                31, 2003
            $0.14
            $0.04




Table
      No. 15


High
      and Low Prices for each Quarterly Period for the Past Two Fiscal
      Years


and
      for the First Quarter of 2007 on the TSX-V (Cdn$’s)




Period
                Ended
            High
            LowOctober
                31, 2007
            $0.54
            $0.23July
                31, 2007
            $0.40
            $0.31April
                30, 2007
            $0.56
            $0.36January
                31, 2007
            $0.49
            $0.33October
                31, 2006
            $0.43
            $0.31July
                31, 2006
            $0.37
            $0.185April
                30, 2006
            $0.35
            $0.225January
                31, 2006
            $0.335
            $0.10October
                31, 2005
            $0.155
            $0.10


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Table
      No. 16


High
      and Low Prices for each Month for the Past Six Months on the TSX-V
      (Cdn$’s)




Month
                Ended
            High
            LowDecember
                31, 2007
            $3.84
            $1.80November
                30, 2007
            $2.23
            $0.40October
                31, 2007
            $0.54
            $0.24September
                30, 2007
            $0.32
            $0.23August
                31, 2007
            $0.41
            $0.23July
                31, 2007
            $0.39
            $0.33




B.
            Planof
                Distribution




This
      Form
      20-F is being filed as an annual report under the Exchange Act, and, as such,
      there is no requirement to provide any information under this item.




C.
            Markets




See
      the
      first paragraph of this Item 9.




D.
            Dilution




This
      Form
      20-F is being filed as an annual report under the Exchange Act, and, as such,
      there is no requirement to provide any information under this item.




E.
              Expensesof
                  the
                  Issue


This
      Form
      20-F is being filed as an annual report under the Exchange Act, and, as such,
      there is no requirement to provide any information under this item.




Item
                10
            AdditionalInformation




A.
            ShareCapital




This
      Form
      20-F is being filed as an annual report under the Exchange Act, and, as such,
      there is no requirement to provide any information under this item.




B.
            Memorandumand
                Articles of Association




Incorporation




We
      were
      incorporated in British Columbia, Canada, under Certificate of Incorporation
      number 72955 on February 15, 1967.  We do not have any stated
“objects” or “purposes” as such are not required by the corporate laws of the
      Province of British Columbia.  Rather, we are, by such corporate laws,
      entitled to carry on any activities whatsoever, which are not specifically
      precluded by other statutory provisions of the Province of British
      Columbia.




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Powers
      and Functions of the Directors




The
      powers and functions of the directors are set out in our Articles which were
      adopted on December 15, 2004 and filed on May 16, 2005.  They
      provide:




(a)
            a
                director is obligated to disclose his potential interest in a proposal,
                arrangement or contract being considered by us, and may not vote
                on any
                proposal, arrangement or contract proposed, but such director shall
                be
                counted in the quorum at the meeting of the directors at which the
                proposal, arrangement or contract is approved;




(b)
            the
                directors may, in the absence of an independent quorum, vote compensation
                to themselves;




(c)
            there
                are no limitations on the exercise by the directors of our borrowing
                powers;




(d)
            there
                are no provisions for the retirement or non-retirement of directors
                under
                an age limit; and




(e)
            there
                is no requirement for a director to hold any of our shares.




Rights
      and Restrictions
      Attached to the Shares




As
      all of
      our authorized and issued shares are of one class there are no special rights
      or
      restrictions of any nature or kind attached to any of the shares.  All
      authorized and issued shares rank equally in respect to the declaration and
      receipt of dividends, the rights to share in any profits or surplus on our
      liquidation, dissolution or winding.  Each share has attached to it
      one non-cumulative vote.




Alteration
      of Share Rights




To
      alter
      the rights of holders of our issued shares such alteration must be approved
      by
      the majority vote of 66 2/3%
      of our
      issued shares attending and voting at a meeting of our
      shareholders.




Annual
      General Meetings




Annual
      general meetings are called and scheduled upon decision by the Board of
      Directors.  The directors may convene an extraordinary general meeting
      of the shareholders.  The holders of not less than 5% of our issued
      shares may requisition an extraordinary meeting of the
      shareholders.  All meetings of the shareholders may be attended by
      registered shareholders or persons who hold powers of attorney or proxies given
      to them by registered shareholders.




Foreign
      Ownership Limitations




Our
      Articles do not contain limitations prohibiting shares being held by
      non-residents, foreigners or any other group.





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Change
      of Control




There
      are
      no provisions in our Articles that would have an effect of delaying, deferring
      or preventing a change in our control, or that would operate with respect to
      any
      proposed merger, acquisition or corporate restructuring.




Share
      Ownership Reporting Obligations




There
      are
      no provisions in our Articles requiring share ownership to be
      disclosed.  The securities laws of the Province of British Columbia
      require disclosure of shareholdings by:




(a)
            persons
                who are our directors or senior officers; and




(b)
            a
                person who has direct or indirect beneficial ownership of, control
                or
                direction over, or a combination of direct or indirect beneficial
                ownership of and control or direction over our securities carrying
                more
                than 10% of the voting rights attached to all of our outstanding
                voting
                securities.




Differences
      from U.S. Law




The
      threshold of share ownership percentage requiring disclosure of ownership is
      higher in the home jurisdiction of British Columbia than the U.S. where U.S.
      securities law prescribes a 5% threshold for ownership disclosure.




C.
              MaterialContracts





The
      following is a summary of each material contract, other than contracts entered
      into in the ordinary course of business, to which we or any member of the group
      is a party, for the two years immediately preceding publication of the document,
      including dates, parties, general nature of the contracts, terms and conditions,
      and amount of any consideration passing to or from us or any other member of
      the
      group.




1.
            Finder’s
                fee agreement between La Cuesta International, Inc. and Canplats
                in
                respect of the Mecatona Gold Prospect.  See Item 4.B - “Business
                Overview” under the heading “Mecatona Gold Prospect” for a description of
                the finder’s fee agreement.




2.
            Consulting
                and finder’s fee agreement between La Cuesta International, Inc. and
                Canplats dated January 1, 2006 applicable to the Maijoma Prospect,
                El
                Alamo Prospect and Camino Rojo Project.  See Item 4.B -
                “Business Overview” under the headings “Maijoma Prospect”, “El Alamo
                Prospect and Camino Rojo Project for a description of the consulting
                and
                finder’s agreement.




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D.
            ExchangeControls
                and Investment Canada Act




Canada
      has no system of exchange controls.  There are no exchange
      restrictions on borrowing from foreign countries nor on the remittance of
      dividends, interest, royalties and similar payments, management fees, loan
      repayments, settlement of trade debts, or the repatriation of
      capital.  Any such remittances to United States residents, however,
      may be subject to a withholding tax pursuant to the Canadian Income Tax Act
      as
      modified by the reciprocal tax treaty between Canada and the United
      States.  See “Item 10 E, Taxation”.




The
      Investment Canada Act (the “Act”), enacted on June 20, 1985, requires prior
      notification to the Government of Canada on the “acquisition of control” of
      Canadian businesses by non-Canadians, as defined in the Act.  Certain
      acquisitions of control, discussed below, are reviewed by the Government of
      Canada.  The term “acquisition of control” is defined as any one or
      more non-Canadian persons acquiring all or substantially all of the assets
      used
      in the Canadian business, or the acquisition of the voting shares of a Canadian
      corporation carrying on the Canadian business or the acquisition of the voting
      interests of an entity controlling or carrying on the Canadian
      business.  The acquisition of the majority of the outstanding shares
      is deemed to be an “acquisition of control” of a corporation.  The
      acquisition of less than a majority, but one-third or more, of the voting shares
      of a corporation is presumed to be an “acquisition of control” of a corporation
      unless it can be established that the purchaser will not control the
      corporation.




Investments
      requiring notification and review are all direct acquisitions of Canadian
      businesses with assets of C$5,000,000 or more (subject to the comments below
      on
      WTO investors), and all indirect acquisitions of Canadian businesses (subject
      to
      the comments below on WTO investors) with assets of more than C$50,000,000
      or
      with assets of between C$5,000,000 and C$50,000,000 which represent more than
      50% of the value of the total international transaction.  In addition,
      specific acquisitions or new businesses in designated types of business
      activities related to Canada’s cultural heritage or national identity could be
      reviewed if the Government of Canada considers that it is in the public interest
      to do so.




The
      Act was amended with the implementation of the
      Agreement establishing the World Trade Organization (“WTO”) to provide for
      special review thresholds for “WTO investors”, as defined in the
      Act.  “WTO investor” generally means (i) an individual, other than a
      Canadian, who is a national or a WTO member (such as, for example, the United
      States), or who has the right of permanent residence in relation
      to that WTO member, (ii) governments of WTO members, and (iii) entities that
      are
      not Canadian controlled, but which are WTO investor controlled, as determined
      by
      rules specified in the Act.  The special review thresholds for WTO
      investors do not apply, and the general rules described above do apply, to
      the
      acquisition of control of certain types of businesses specified in the Act,
      including a business that is a “cultural business”.  If the WTO
      investor rules apply, an investment in our shares by or from a WTO investor
      will
      be reviewable only if it is an investment to acquire control of Canplats and
      the
      value of our assets is equal to or greater than a specified amount (the “WTO
      Review Threshold”).  The WTO Review Threshold is adjusted annually by
      a formula relating to increases in the nominal gross domestic product of
      Canada.  The 2007 WTO Review Threshold is C$281,000,000.




If
      any
      non-Canadian, whether or not a WTO investor, acquires control of Canplats by
      the
      acquisition of shares, but the transaction is not reviewable as described above,
      the non-Canadian is required to notify the Canadian government and to provide
      certain basic information relating to the investment.  A non-Canadian,
      whether or not a WTO investor, is also required to provide a notice to the
      government on the establishment of a new Canadian business.  If our
      business is then a prescribed type of business activity related to Canada’s
      cultural heritage or national identity, and if the Canadian government considers
      it to be in the public interest to do so, then the Canadian government may
      give
      notice in writing within 21 days requiring the investment to be
      reviewed.


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For
      non-Canadians (other than WTO investors), an indirect acquisition of control,
      by
      the acquisition of voting interests of an entity that directly or indirectly
      controls Canplats, is reviewable if the value of our assets is then C$50,000,000
      or more.  If the WTO investor rules apply, then this requirement does
      not apply to a WTO investor, or to a person acquiring the entity from a WTO
      investor.  Special rules specified in the Act apply if the value of
      our assets is more than 50% of the value of the entity so acquired. By these
      special rules, if the non-Canadian (whether or not a WTO investor) is acquiring
      control of an entity that directly or indirectly controls Canplats, and the
      value of our assets and all other entities carrying on business in Canada,
      calculated in the manner provided in the Act and the regulations under the
      Act,
      is more than 50% of the value, calculated in the manner provided in the Act
      and
      the regulations under the Act, of the assets of all entities, the control of
      which is acquired, directly or indirectly, in the transition of which the
      acquisition of control of Canplats forms a part, then the thresholds for a
      direct acquisition of control as discussed above will apply, that is, a WTO
      Review Threshold of C$192,000,000 (in 2000) for a WTO investor or a threshold
      of
      C$5,000,000 for a non-Canadian other than a WTO investor.  If the
      value exceeds that level, then the transaction must be reviewed in the same
      manner as a direct acquisition of control by the purchase of our
      shares.




If
      an
      investment is reviewable, an application for review in the form prescribed
      by
      the regulations is normally required to be filed with the Director appointed
      under the Act (the “Director”) prior to the investment taking place and the
      investment may not be consummated until the review has been
      completed.  There are, however, certain
      exceptions.  Applications concerning indirect acquisitions may be
      filed up to 30 days after the investment is consummated and applications
      concerning reviewable investments in culture-sensitive sectors are required
      upon
      receipt of a notice for review. In addition, the Minister (a person designated
      as such under the Act) may permit an investment to be consummated prior to
      completion of the review, if he is satisfied that delay would cause undue
      hardship to the acquirer or jeopardize the operations of the Canadian business
      that is being acquired.  The Director will submit the application to
      the Minister, together with any other information or written undertakings given
      by the acquirer and any representation submitted to the Director by a province
      that is likely to be significantly affected by the investment.




The
        Minister will then determine whether the investment is likely to be of net
        benefit to Canada, taking into account the information provided and having
        regard to certain factors of assessment where they are relevant.  Some
        of the factors to be considered are (i) the effect of the investment on the
        level and nature of economic activity in Canada, including the effect on
        employment, on resource processing, and on the utilization of parts, components
        and services produced in Canada; (ii) the effect of the investment on exports
        from Canada; (iii) the degree and significance of participation by Canadians
        in
        the Canadian business and in any industry in Canada of which it forms a part;
        (iv) the effect of the investment on productivity, industrial efficiency,
        technological development, product innovation and product variety in Canada;
        (v)
        the effect of the investment on competition within any industry or industries
        in
        Canada; (vi) the compatibility of the investment with national industrial,
        economic and cultural policies; (vii) the compatibility of the investment
        with
        national industrial, economic and cultural policies taking into consideration
        industrial, economic and cultural objectives enunciated by the government
        or
        legislature of any province likely to be significantly affected by the
        investment; and (viii) the contribution of the investment to Canada’s ability to
        compete in world markets.




The
      Act
      sets certain time limits for the Director and the Minister.  Within 45
      days after a completed application has been received, the Minister must notify
      the acquirer that (a) he is satisfied that the investment is likely to be of
      net
      benefit to Canada, or (b) he is unable to complete his review, in which case
      he
      shall have 30 additional days to complete his review (unless the acquirer agrees
      to a longer period), or (c) he is not satisfied that the investment is likely
      to
      be of net benefit to Canada.




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Where
      the
      Minister has advised the acquirer that he is not satisfied that the investment
      is likely to be of net benefit to Canada, the acquirer has the right to make
      representations and submit undertakings within 30 days of the date of the notice
      (or any further period that is agreed upon between the acquirer and the
      Minister).  On the expiration of the 30 day period (or the agreed
      extension), the Minister must quickly notify the acquirer (i) that he is now
      satisfied that the investment is likely to be of net benefit to Canada or (ii)
      that he is not satisfied that the investment is likely to be of net benefit
      to
      Canada.  In the latter case, the acquirer may not proceed with the
      investment or, if the investment has already been consummated, must divest
      itself of control of the Canadian business.




The
      Act
      provides civil remedies for non-compliance with any provision.  There
      are also criminal penalties for breach of confidentiality or providing false
      information.




E.
            Taxation




A
      brief
      description of certain provisions of the tax treaty between Canada and the
      United States is included below, together with a brief outline of certain taxes,
      including withholding provisions, to which United States security holders are
      subject under existing laws and regulations of Canada.  The
      consequences, if any, of provincial, state and local taxes are not
      considered.




The
      Company recommends security holders seek the advice of their own tax advisors,
      tax counsel or accountants with respect to the applicability or effect on their
      own individual circumstances of the matters referred to herein and of any
      provincial, state or local taxes.




Certain
      Canadian Federal Income Tax Consequences




The
      discussion under this heading summarizes the principal Canadian federal income
      tax consequences of acquiring, holding and disposing of shares of common stock
      of the Company for a shareholder of the Company who is not a resident of Canada
      but is a resident of the United States and who will acquire and hold shares
      of
      common stock of the Company as capital property for the purposes of the Income Tax Act (Canada) (the
“Canadian Tax Act”). This summary does
      not apply to a shareholder who carries on
      business in Canada through a “permanent establishment” situated in Canada or
      performs independent personal
      services in Canada through a fixed base in Canada if the shareholder’s holding
      in the Company is effectively connected with such permanent establishment or
      fixed base.  This summary is based on the provisions of the Canadian
      Tax Act and the regulations thereunder and on an understanding of the
      administrative practices of Revenue Canada, and takes into account all specific
      proposals to amend the Canadian Tax Act or regulations made by the Minister
      of
      Finance of Canada as of the date hereof.  It has been assumed that
      there will be no other relevant amendment of any governing law although no
      assurance can be given in this respect.  The Company recommends
      security holders seek the advice of their own Canadian and U.S. tax
      advisors.




The
      provisions of the Canadian Tax Act are subject to income tax treaties to which
      Canada is a party, including the Canada-United States Income Tax Convention
      (1980), as amended (the “Convention”).




Dividends
      on Common Shares and Other Income




Under
      the
      Canadian Tax Act, a non-resident of Canada is generally subject to Canadian
      withholding tax at the rate of 25% on dividends paid or deemed to have been
      paid
      to him or her by a corporation resident in Canada.  The Convention
      limits the rate to 15 percent if the shareholder is a resident of the United
      States and the dividends are beneficially owned by and paid to such shareholder,
      and to 5 percent if the shareholder is also a corporation that beneficially
      owns
      at least 10 percent of the voting stock of the payor corporation.


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The
      amount of a stock dividend (for tax purposes) would generally be equal to the
      amount by which the paid up or stated capital of the Company had increased
      by
      reason of the payment of such dividend.  The Company will furnish
      additional tax information to shareholders in the event of such a
      dividend.  Interest paid or deemed to be paid on the Company’s debt
      securities held by non-Canadian residents may also be subject to Canadian
      withholding tax, depending upon the terms and provisions of such securities
      and
      any applicable tax treaty.




The
      Convention generally exempts from Canadian income tax dividends paid to a
      religious, scientific, literary, educational or charitable organization or
      to an
      organization constituted and operated exclusively to administer a pension,
      retirement or employee benefit fund or plan, if the organization is a resident
      of the United States and is exempt from income tax under the laws of the United
      States.




Dispositions
      of Common Shares




Under
      the
      Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition
      of a share of common stock of the Company is the amount, if any, by which his
      or
      her proceeds of disposition exceed (or are exceeded by, respectively) the
      aggregate of his or her adjusted cost base of the share and reasonable expenses
      of disposition.  The capital gain or loss must be computed in Canadian
      currency using a weighted average adjusted cost base for identical
      properties.  One-half of a capital gain (the “taxable capital gain”)
      is included in income, and one-half of a capital loss in a year (the “allowable
      capital loss”) is deductible from taxable capital gains realized in the same
      year.  The amount by which a shareholder’s allowable capital loss
      exceeds the taxable capital gain in a year may be deducted from a taxable
      capital gain realized by the shareholder in the three previous years or any
      subsequent year, subject to certain restrictions in the case of a corporate
      shareholder and subject to adjustment when the capital gains inclusion rate
      in
      the year of disposition differs from the inclusion rate in the year the
      deduction is claimed.




If
        a
        share of common stock of the Company is disposed of to the Company other
        than in
        the open market in the manner in which shares would normally be purchased
        by the
        public, the proceeds of disposition will,
        in
        general terms, be considered as limited to the paid-up capital of the share
        and
        the balance of the price paid will be deemed to be a dividend.  In the
        case of a shareholder that is a corporation, the amount of any capital loss
        otherwise determined may be reduced, in certain circumstances, by the amount
        of
        dividends previously received in respect of the shares disposed of, unless
        the
        corporation owned the shares for at least 365 days prior to sustaining the
        loss
        and (together with corporations, persons and other entities, with whom the
        corporation was not dealing at arm’s length) did not own more than five percent
        of the shares of any class of the corporation from which the dividend was
        received.  These loss limitation rules may also apply where a
        corporation is a member of a partnership or a beneficiary of a trust that
        owned
        the shares disposed of.




Under
      the
      Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable
      capital gains, and may deduct allowable capital losses, realized on a
      disposition of “taxable Canadian property.”  Shares of common stock of
      the Company will constitute taxable Canadian property of a shareholder at a
      particular time if the shareholder used the shares in carrying on business
      in
      Canada, or if at any time in the five years immediately preceding the
      disposition 25 percent or more of the issued shares of any class or series
      in
      the capital stock of the Company belonged to one or more persons in a group
      comprising the shareholder and persons with whom the shareholder did not deal
      at
      arm’s length and in certain other circumstances.  Corporations
      disposing of taxable Canadian property must file a Canadian tax return to report
      the disposition.




The
      Convention relieves United States residents from liability for Canadian tax
      on
      capital gains derived on a disposition of shares unless:


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(a)
            the
                value of the shares is derived principally from “real property” in Canada,
                including the right to explore for or exploit natural resources and
                rights
                to amounts computed by reference to production;




(b)
            the
                shareholder was resident in Canada for 120 months during any period
                of 20
                consecutive years preceding, and at any time during the 10 years
                immediately preceding, the disposition and the shares were owned
                by him
                when he or she ceased to be resident in Canada; or




(c)
            the
                shares formed part of the business property of a “permanent establishment”
                that the holder has or had in Canada within the 12 months preceding
                the
                disposition.




United
      States Federal Income Tax Consequences




The
      following is a general discussion of certain possible United States federal
      income tax consequences, under current law, generally applicable to a U.S.
      Holder (as hereinafter defined) of common shares of the Company.  This
      discussion does not address all potentially relevant federal income tax matters
      and it does not address consequences peculiar to persons subject to special
      provisions of federal income tax law, such as those described below as excluded
      from the definition of a U.S. Holder.  In addition, this discussion
      does not cover any state, local or foreign tax consequences (see
“Taxation - Certain Canadian Federal Tax Consequences” above).




The
      following discussion is based upon the sections of the Internal Revenue Code
      of
      1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue
      Service (“IRS”) rulings, published administrative positions of the IRS and court
      decisions that are currently applicable, any or all of which could be materially
      and adversely changed, possibly on a retroactive basis, at any time and which
      are subject to differing interpretations.  This discussion does not
      consider the potential effects, both adverse and
      beneficial, of any proposed legislation which, if enacted, could be applied,
      possibly on a retroactive basis, at any time.  The Company recommends
      holders and prospective holders of common shares of the Company consult their
      own tax advisors about the federal, state, local, and foreign tax consequences
      of purchasing, owning and disposing of common shares of the
      Company.


U.S.
        Holders
  As
        used
        herein, a “U.S. Holder” means a holder of common shares of the Company who is
        (i) a  citizen or individual resident of the United States, (ii) a
        corporation or partnership created or organized in or under the laws of the
        United States or of any political subdivision thereof, (iii) an estate whose
        income is taxable in the United States irrespective of source or (iv) a trust
        subject to the primary supervision of a court within the United States and
        control of a United States fiduciary as described Section 7701(a)(30) of
        the
        Code.  This summary does not address the tax consequences to, and U.S.
        Holder does not include, persons subject to specific provisions of federal
        income tax law, such as tax-exempt organizations, qualified retirement plans,
        individual retirement accounts and other tax-deferred accounts, financial
        institutions, insurance companies, real estate investment trusts, regulated
        investment companies, broker-dealers, persons or entities that have a
“functional currency” other than the U.S. dollar, shareholders subject to the
        alternative minimum tax, shareholders who hold common shares as part of a
        straddle, hedging, conversion transaction, constructive sale or other
        arrangement involving more than one position, and shareholders who acquired
        their common shares through the exercise of employee stock options or otherwise
        as compensation for services.  This summary is limited to U.S. Holders
        who own common shares as capital assets within the meaning of Section 1221
        of
        the Code.  This summary does not address the consequences to a person
        or entity holding an interest in a shareholder or the consequences to a person
        of the ownership, exercise or disposition of any options, warrants or other
        rights to acquire common shares.


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Distribution
      on Common Shares of the Company




U.S.
      Holders receiving dividend distributions (including constructive dividends)
      with
      respect to common shares of the Company are required to include in gross income
      for United States federal income tax purposes the gross amount of such
      distributions, equal to the U.S. dollar value of such distributions on the
      date
      of receipt (based on the exchange rate on such date), to the extent that the
      Company has current or accumulated earnings and profits, without reduction
      for
      any Canadian income tax withheld from such distributions.  Such
      Canadian tax withheld may be credited, subject to certain limitations, against
      the U.S. Holder’s federal income tax liability or, alternatively, may be
      deducted in computing the U.S. Holder’s federal taxable income by those who
      itemize deductions.  (See more detailed discussion at “Foreign Tax
      Credit” below).  To the extent that distributions exceed current or
      accumulated earnings and profits of the Company, they will be treated first
      as a
      return of capital up to the U.S. Holder’s adjusted basis in the common shares
      and thereafter as gain from the sale or exchange of the common
      shares.  Preferential tax rates for long-term capital gains are
      applicable to a U.S. Holder which is an individual, estate or
      trust.  There are currently no preferential tax rates for long-term
      capital gains for a U.S. Holder which is a corporation.




In
      the
      case of foreign currency received as a dividend that is not converted by the
      recipient into U.S. dollars on the date of receipt, a U.S. Holder will have
      a
      tax basis in the foreign currency equal to its U.S. dollar value on the date
      of
      receipt.  Generally any gain or loss recognized upon a subsequent sale
      or other disposition of the foreign currency, including the exchange for U.S.
      dollars, will be ordinary income or loss.  However, an individual
      whose realized gain does not exceed $200 will not recognize that gain, to the
      extent that there are no expenses associated with the transaction that meet
      the
      requirements for deductibility
      as a trade or business expense (other than travel expenses in connection with
      a
      business trip) or as an expense for the production of income.





Dividends
      paid on the common shares of the Company generally will not be eligible for
      the
      dividends received deduction provided to corporations receiving dividends from
      certain United States corporations.  A U.S. Holder which is a
      corporation and which owns shares representing at least 10% of the voting power
      and value of the Company may, under certain circumstances, be entitled to a
      70%
      (or 80% if the U.S. Holder owns shares representing at least 20% of the voting
      power and value of the Company) deduction of the United States source portion
      of
      dividends received from the Company (unless the Company qualifies as a “foreign
      personal holding company” or a “passive foreign investment company,” as defined
      below).  The availability of this deduction is subject to several
      complex limitations which are beyond the scope of this discussion.




Under
      current Treasury Regulations, dividends paid on the Company’s common shares, if
      any, generally will not be subject to information reporting and generally will
      not be subject to U.S. backup withholding tax.  However, dividends and
      the proceeds from a sale of the Company’s common shares paid in the U.S. through
      a U.S. or U.S. related paying agent (including a broker) will be subject to
      U.S.
      information reporting requirements and may also be subject to the 31% U.S.
      backup withholding tax, unless the paying agent is furnished with a duly
      completed and signed Form W-9 or the recipient is exempt from such
      procedures.  Any amounts withheld under the U.S. backup withholding
      tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S.
      federal income tax liability, provided the required information is furnished
      to
      the IRS.  U.S. Holders are urged to consult their own tax counsel
      regarding the information reporting and backup withholding rules applicable
      to
      the Company’s common shares.


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Foreign
      Tax Credit




A
      U.S.
      Holder who pays (or has withheld from distributions) Canadian income tax with
      respect to the ownership of common shares of the Company may be entitled, at
      the
      option of the U.S. Holder, to either receive a deduction or a tax credit for
      such foreign tax paid or withheld.  Generally, it will be more
      advantageous to claim a credit because a credit reduces United States federal
      income taxes on a dollar-for-dollar basis, while a deduction merely reduces
      the
      taxpayer’s income subject to tax.  This election is made on a
      year-by-year basis and applies to all foreign taxes paid by (or withheld from)
      the U.S. Holder during that year.  There are significant and complex
      limitations which apply to the credit, among which is the general limitation
      that the credit cannot exceed the proportionate share of the U.S. Holder’s
      United States income tax liability that the U.S. Holder’s foreign source income
      bears to his or its worldwide taxable income.  In the determination of
      the application of this limitation, the various items of income and deduction
      must be classified into foreign and domestic sources.  Complex rules
      govern this classification process.  In addition, this limitation is
      calculated separately with respect to specific classes of income such as
“passive income, “high withholding tax interest,” “financial services income,”
“shipping income,” and certain other classifications of
      income.  Dividends distributed by the Company will generally
      constitute “passive income” or, in the case of certain U.S. Holders, “financial
      services income” for these purposes.  In addition, U.S. Holders which
      are corporations that own 10% or more of the voting stock of the Company may
      be
      entitled to an “indirect” foreign tax credit under Section 902 with respect to
      the payment of dividends by the Company under certain circumstances and subject
      to complex rules and limitations.  The availability of the foreign tax
      credit and the application of the limitations on the credit are fact specific,
      and U.S. Holders of common shares of the Company should consult their own tax
      advisors regarding their particular circumstances.




Information
      Reporting and Backup Withholding





U.S.
      Information reporting requirements may apply with respect to the payment of
      dividends to U.S. Holders of the Company’s common shares.  Under
      Treasury regulations currently in effect, non-corporate holders may be subject
      to backup withholding at a 31% rate with respect to dividends when such holder
      (1) fails to furnish or certify a correct taxpayer identification number to
      the
      payor in the required manner, (2) is notified by the IRS that it has failed
      to
      report payments of interest or dividends properly or (3) fails, under certain
      circumstances, to certify that it has been notified by the IRS that it is
      subject to backup withholding for failure to report interest and dividend
      payments.  Any amounts withheld under the backup withholding rules
      from a payment to a U.S. Holder generally will be allowed as a credit against
      the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S.
      Holder to a refund, provided that the required information is furnished to
      the
      IRS.  Certain U.S. Holders, including corporations, are not subject to
      backup withholding.




Disposition
      of Common Shares of the Company




A
      U.S.
      Holder will recognize gain or loss upon the sale of common shares of the Company
      equal to the difference, if any, between (i) the amount of cash plus the
      fair market value of any property received, and (ii) the shareholder’s tax
      basis in the common shares of the Company.  Preferential tax rates
      apply to long-term capital gains of U.S. Holders which are individuals, estates
      or trusts.  This gain or loss will be capital gain or loss if the
      common shares are a capital asset in the hands of the U.S. Holder, which will
      be
      long-term capital gain or loss if the common shares of the Company are held
      for
      more than one year.  Deductions for net capital losses are subject to
      significant limitations.  For U.S. Holders who are not corporations,
      any unused portion of such net capital loss may be carried over to be used
      in
      later tax years until such net capital loss is thereby exhausted.  For
      U.S. Holders that are corporations (other than corporations subject to
      Subchapter S of the Code), an unused net capital loss may be carried back three
      years and carried forward five years from the loss year to be offset against
      capital gains until such net capital loss is thereby exhausted.


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Currency
      Exchange Gains or Losses




U.S.
      Holders generally are required to calculate their taxable incomes in United
      States dollars.  Accordingly, a U.S. Holder who purchases common
      shares of the Company with Canadian dollars will be required to determine the
      tax basis of such shares in United States dollars based on the exchange rate
      prevailing on the settlement date of the purchase (and may be required to
      recognize the unrealized gain or loss, if any, in the Canadian currency
      surrender in the purchase transaction).  Similarly, a U.S. Holder
      receiving dividends or sales proceeds from common shares of the Company in
      Canadian dollars will be required to compute the dividend income or the amount
      realized on the sale, as the case may be, in United States dollars based on
      the
      exchange rate prevailing at the time of receipt in the case of dividends and
      on
      the settlement date in the case of sales on an established securities
      exchange.  Gain or loss, if any, recognized on a disposition of
      Canadian currency in connection with the described transactions generally will
      be treated as ordinary gain or loss.




Other
      Considerations




In
      the
      following circumstances, the above sections of this discussion may not describe
      the United States federal income tax consequences resulting from the holding
      and
      disposition of common shares:




Foreign
      Personal Holding Company




If
      at any
      time during a taxable year (i) more than 50% of the total combined voting power
      or the total value of the Company’s outstanding shares is owned, directly or
      indirectly, by five or fewer individuals who
      are
      citizens or residents of the United States and (ii) 60% (50% in some
      circumstances) or more of the Company’s gross income for such year was “foreign
      personal holding company income” (e.g. dividends, interest and similar income),
      the Company may be treated as a “foreign personal holding
      company.”  In that event, U.S. Holders that hold common shares would
      be required to include in gross income for such year their allocable portions
      of
      such “foreign personal holding company income” to the extent the Company does
      not actually distribute such income.  The Company does not believe
      that it currently qualifies as a foreign personal holding
      company.  However, there can be no assurance that the Company will not
      be considered a foreign personal holding company for the current or any future
      taxable year.




Foreign
      Investment Company




If
      50% or
      more of the combined voting power or total value of the Company’s outstanding
      shares is held, directly or indirectly, by citizens or residents of the United
      States, United States domestic partnerships or corporations, or estates or
      trusts other than foreign estates or trusts (as defined by the Code Section
      7701(a)(31)), and the Company is found to be engaged primarily in the business
      of investing, reinvesting, or trading in securities, commodities, or any
      interest therein, it is possible that the Company may be treated as a “foreign
      investment company” as defined in Section 1246 of the Code, causing all or part
      of any gain realized by a U.S. Holder selling or exchanging common shares to
      be
      treated as ordinary income rather than capital gain. The Company does not
      believe that it currently qualifies as a foreign investment
      company.  However, there can be no assurance that the Company will not
      be considered a foreign investment company for the current or any future taxable
      year.


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Passive
      Foreign Investment Company




Certain
      United States income tax legislation contains rules governing “passive foreign
      investment companies” (“PFIC”) which can have significant tax effects on U.S.
      Holders of foreign corporations.  These rules do not apply to non-U.S.
      Holders.  Section 1297 of the Code defines a PFIC as a corporation
      that is not formed in the United States and, for any taxable year, either (i)
      75% or more of its gross income is “passive income,” which includes interest,
      dividends and certain rents and royalties or (ii) the average percentage, by
      fair market value (or, if the corporation is not publicly traded and either
      is a
      controlled foreign corporation or makes an election, by adjusted tax basis),
      of
      its assets that produce or are held for the production of “passive income” is
      50% or more.   If a foreign corporation owns, directly or
      indirectly, at least 25% by value of the stock a second corporation, then for
      purposes of the PFIC tests described above, the first corporation will be
      treated as owning a proportionate share of the assets of, and as receiving
      a
      proportionate share of the income of, the second corporation. The Company
      believes that it qualified as a PFIC for its most recently ended fiscal year
      and
      may qualify as a PFIC in subsequent fiscal years. There can be no assurance
      that
      the Company’s determination concerning its PFIC status will not be challenged or
      that it will be able to satisfy record keeping requirements that will be imposed
      on a qualified electing fund (“QEF”).  Each U.S. Holder of the Company
      is urged to consult a tax advisor with respect to how the PFIC rules affect
      their tax situation.




A
      U.S.
      Holder who holds stock in a foreign corporation during any year in which such
      corporation qualifies as a PFIC is subject to United States federal income
      taxation under one of two alternative tax regimes at the election of each such
      U.S. Holder.  The following is a discussion of such two alternative
      tax regimes applied to such U.S. Holders of the Company. In addition, special
      rules apply if a foreign corporation qualifies as both a PFIC and a “controlled
      foreign corporation” (as defined below) and a U.S. Holder owns, actually or
      constructively, 10% or more of the total combined voting power of all classes
      of
      stock entitled to vote of such foreign corporation (See more detailed
      discussion at “Controlled Foreign Corporation” below).




A
      U.S.
      Holder who elects in a timely manner to treat the Company as a QEF (an “Electing
      U.S. Holder”) will be subject, under Section 1293 of the Code, to current
federal income tax for any taxable year in which the Company qualifies as a
      PFIC
      on his pro rata share of the Company’s (i) “net capital gain” (the excess of net
      long-term capital gain over net short-term capital loss), which will be taxed
      as
      long-term capital gain to the Electing U.S. Holder and (ii) “ordinary earnings”
(the excess of earnings and profits over net capital gain), which will be taxed
      as ordinary income to the Electing U.S. Holder, in each case, for the
      shareholder’s taxable year in which (or with which) the Company’s taxable year
      ends, regardless of whether such amounts are actually distributed.




The
      effective QEF election also allows the Electing U.S. Holder to
      (i) generally treat any gain realized on the disposition of his common
      shares in the Company (or deemed to be realized on the pledge of his shares)
      as
      capital gain; (ii) treat his share of the Company’s net capital gain, if
      any, as long-term capital gain instead of ordinary income; and (iii) either
      avoid interest charges resulting from PFIC status altogether, or make an annual
      election, subject to certain limitations, to defer payment of current taxes
      on
      his share of the Company’s annual realized net capital gain and ordinary
      earnings subject, however, to an interest charge.  If the Electing
      U.S. Holder is not a corporation, such an interest charge would be treated
      as
“personal interest” that is not deductible.




The
      procedure a U.S. Holder must comply with in making an effective QEF election
      will depend on whether the year of the election is the first year in the U.S.
      Holder’s holding period in which the Company is a PFIC.  If the U.S.
      Holder makes a QEF election in such first year, i.e., a timely QEF election,
      then the U.S. Holder may make the QEF election by simply filing the appropriate
      documents at the time the U.S. Holder files his tax return for such first
      year.  If, however, the Company qualified as a PFIC in a prior year,
      then in addition to filing documents, the U.S. Holder must elect to recognize
      (i) under the rules of Section 1291 of the Code (discussed herein), any
      gain that he would otherwise recognize if the U.S. Holder sold his stock on
      the
      qualification date or (ii) if the Company is a controlled foreign
      corporation, the U.S. Holder’s pro rata share of the Company’s post-1986
      earnings and profits as of the qualification date.  The qualification
      date is the first day of the Company’s first tax year in which the Company
      qualified as a QEF with respect to such U.S. Holder.  The elections to
      recognize such gain or earnings and profits can only be made if such U.S.
      Holder’s holding period for the common shares of the Company includes the
      qualification date.  By electing to recognize such gain or earnings
      and profits, the U.S. Holder will be deemed to have made a timely QEF
      election.  A U.S. Holder who made elections to recognize gain or
      earnings and profits after May 1, 1992 and before January 27, 1997
      may, under certain circumstances, elect to change such U.S. Holder’s
      qualification date to the first day of the first QEF year.  U.S.
      Holders are urged to consult a tax advisor regarding the availability of and
      procedure for electing to recognize gain or earnings and profits under the
      foregoing rules.


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A
      QEF
      election, once made with respect to the Company, applies to the tax year for
      which it was made and to all subsequent tax years, unless the election is
      invalidated or terminated, or the IRS consents to revocation of the
      election.  If a QEF election is made by a U.S. Holder and the Company
      ceases to qualify as a PFIC in a subsequent tax year, the QEF election will
      remain in effect, although not applicable, during those tax years in which
      the
      Company does not qualify as a PFIC.  Therefore, if the Company again
      qualifies as a PFIC in a subsequent tax year, the QEF election will be effective
      and the U.S. Holder will be subject to the rules described above for Electing
      U.S. Holders in such tax year and any subsequent tax years in which the Company
      qualifies as a PFIC.  In addition, the QEF election remains in effect,
      although not applicable, with respect to an Electing U.S. Holder even after
      such
      U.S. Holder disposes of all of his or its direct and indirect interest in the
      shares of the Company.  Therefore, if such U.S. Holder reacquires an
      interest in the Company, that U.S. Holder will be subject to the rules described
      above for Electing U.S. Holders for each tax year in which the Company qualifies
      as a PFIC.




If
      a U.S.
      Holder does not make a timely QEF election during a year in which it holds
      (or
      is deemed to have held) the common shares in question and the Company is a
      PFIC
      (a “Non-Electing U.S. Holder”), then special taxation rules under Section 1291
      of the Code will apply to (i) gains realized on the disposition (or deemed
      to be realized by reasons of a pledge) of his common shares in the Company
      and
      (ii) certain “excess distributions” (generally, distributions received in
      the current taxable year that are in excess of 125% of the average distributions
      received during the three preceding years or, if shorter, the U.S. Holder’s
      holding period) by the Company.




A
      Non-Electing U.S. Holder generally would be required to pro rate all gains
      realized on the disposition of his common shares in the Company and all excess
      distributions on his common shares in the Company over the entire holding period
      for the common shares.  All gains or excess distributions allocated to
      prior years of the U.S. Holder (other than years prior to the first taxable
      year
      of the Company during such U.S. Holder’s holding period and beginning after
      January 1, 1987 for which it was a PFIC) would be taxed at the highest tax
      rate for each such prior year applicable to ordinary income.  The
      Non-Electing U.S. Holder also would be liable for interest on the foregoing
      tax
      liability for each such prior year calculated as if such liability had been
      due
      with respect to each such prior year.  A Non-Electing U.S. Holder that
      is not a corporation must treat this interest charge as “personal interest”
which, as discussed above, is wholly nondeductible.  The balance of
      the gain or the excess distribution will be treated as ordinary income in the
      year of the disposition or distribution, and no interest charge will be incurred
      with respect to such balance.




If
      the
      Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder
      holds common shares of the Company, then the Company will continue to be treated
      as a PFIC with respect to such common shares in the Company, even if it is
      no
      longer definitionally a PFIC.  A Non-Electing U.S. Holder may
      terminate this deemed PFIC status by electing to recognize gain (which will
      be
      taxed under the rules discussed above for Non-Electing U.S. Holders) as if
      such
      common shares in the Company had been sold on the last day of the last taxable
      year for which it was a PFIC.


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Effective
      for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders
      who hold, actually or constructively, marketable stock (as specifically defined
      in the Treasury Regulations) of a foreign corporation that qualifies as a PFIC
      may annually elect to mark such stock to the market (a “mark-to-market
      election”).  If such an election is made, such U.S. Holder will
      generally not be subject to the special taxation rules of Section 1291 discussed
      above.  However, if the mark-to-market election is made by a
      Non-Electing U.S. Holder after the beginning of the holding period for the
      PFIC
      stock, then the Section 1291 rules will apply to certain dispositions of,
      distributions on and other amounts taxable with respect to the common shares
      in
      the Company.  A U.S. Holder who makes the mark-to market election will
      include in income for the taxable year for which the election was made an amount
      equal to the excess, if any, of the fair market value of the common shares
      of
      the Company as of the close of such tax year over such U.S. Holder’s adjusted
      basis in such common shares.  In addition, the U.S. Holder is allowed
      a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s
      adjusted tax basis in the common shares over the fair market value of such
      shares as of the close of the tax year, or (ii) the excess, if any, of
      (A) the mark-to-market gains for the common shares in the Company included
      by such U.S. Holder for prior tax years, including any amount which would have
      been included for any prior tax year but for the Section 1291 interest on tax
      deferral rules discussed above with respect to Non-Electing U.S. Holders, over
      (B) the mark-to-market losses for shares that were allowed as deductions
      for prior tax years.  A U.S. Holder’s adjusted tax basis in the common
      shares of the Company will be adjusted to reflect the amount included in or
      deducted from income as a result of a mark-to-market election.  A
      mark-to-market election applies to the taxable year in which the election is
      made and to each subsequent taxable year, unless the common shares of the
      Company cease to be marketable, as specifically defined, or the IRS consents
      to
      revocation of the election.  Because the IRS has not established
      procedures for making a mark-to-market
      election, U.S. Holders should consult their tax advisor regarding the manner
      of
      making such an election.




Under
      Section 1291(f) of the Code, the IRS has issued Treasury Regulations that,
      subject to certain exceptions, would treat as taxable certain transfers of
      PFIC
      stock by Non-Electing U.S. Holders that are generally not otherwise taxed,
      such
      as gifts, exchanges pursuant to corporate reorganizations, and transfers at
      death.  Generally, in such cases the basis of the common shares of the
      Company in the hands of the transferee and the basis of any property received
      in
      the exchange for those common shares would be increased by the amount of gain
      recognized.  Under the Proposed Treasury Regulations, an Electing U.S.
      Holder would not be taxed on certain transfers of PFIC stock, such as gifts,
      exchanges pursuant to corporate reorganizations, and transfers at
      death.  The transferee’s basis in this case will depend on the manner
      of the transfer.  The specific tax effect to the U.S. Holder and the
      transferee may vary based on the manner in which the common shares are
      transferred.  Each U.S. Holder of the Company is urged to consult a
      tax advisor with respect to how the PFIC rules affect their tax
      situation.




Certain
      special, generally adverse, rules will apply with respect to common shares
      of
      the Company while the Company is a PFIC whether or not it is treated as a
      QEF.  For example under Section 1298(b)(6) of the Code, a U.S. Holder
      who uses PFIC stock as security for a loan (including a margin loan) will,
      except as may be provided in regulations, be treated as having made a taxable
      disposition of such shares.




Controlled
      Foreign Corporation




If
      more
      than 50% of the total combined voting power of all classes of shares entitled
      to
      vote or the total value of the shares of the Company is owned, actually or
      constructively, by citizens or residents of the United States, United States
      domestic partnerships or corporations, or estates or trusts other than foreign
      estates or trusts (as defined by the Code Section 7701(a)(31)), each of which
      own, actually or constructively, 10% or more of the total combined voting power
      of all classes of shares entitled to vote of the Company (“United States
      Shareholder”), the Company could be treated as a controlled foreign corporation
      (“CFC”) under Subpart F of the Code.  This classification would effect
      many complex results, one of which is the inclusion of certain income of a
      CFC
      which is subject to current U.S. tax.  The United States generally
      taxes United States Shareholders of a CFC currently on their pro-rata shares
      of
      the Subpart F income of the CFC.  Such United States Shareholders
      are generally treated as having received a current distribution out of the
      CFC’s
      Subpart F income and are also subject to current U.S. tax on their pro rata
      shares of the CFC’s earnings invested in U.S. property.  The foreign
      tax credit described above may reduce the U.S. tax on these
      amounts.  In addition, under Section 1248 of the Code, gain from the
      sale or exchange of shares by a U.S. Holder of common shares of the Company
      which is or was a United States Shareholder at any time during the five-year
      period ending with the sale or exchange is treated as ordinary income to the
      extent of earnings and profits of the Company attributable to the shares sold
      or
      exchanged.  If a foreign corporation is both a PFIC and a CFC, the
      foreign corporation generally will not be treated as a PFIC with respect to
      United States Shareholders of the CFC.  This rule generally will be
      effective for taxable years of United States Shareholders beginning after 1997
      and for taxable years of foreign corporations ending with or within such taxable
      years of United States Shareholders.  Special rules apply to United
      States Shareholders who are subject to the special taxation rules under
      Section 1291 discussed above with respect to a PFIC.  Because of
      the complexity of Subpart F, a more detailed review of these rules is outside
      of
      the scope of this discussion. The Company does not believe that it currently
      qualifies as a CFC.  However, there can be no assurance that the
      Company will not be considered a CFC for the current or any future taxable
      year.





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Table
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      Contents


F.
              Dividendsand
                  Paying
                  Agents





This
      Form
      20-F is being filed as an annual report under the Exchange Act, and, as such,
      there is no requirement to provide any information under this item.




G.
            Statementby
                Experts




This
      Form
      20-F is being filed as an annual report under the Exchange Act, and, as such,
      there is no requirement to provide any information under this item.




H.
            Documentson
                Display




Any
      of
      the documents referred to above can be viewed at our registered office, which
      is
      located at Suite 1180, 999 West Hastings Street, Vancouver, British Columbia,
      Canada.  All of these documents are in English.




I.
            SubsidiaryInformation




This
      information is not required for reports filed in the United States.




Item
                11
            Quantitativeand
                Qualitative Disclosures About Market
                Risk




At
      this
      time, we are not subject to any interest rate risk, foreign currency exchange
      rate risk or commodity price risk.




Item
                12
            Descriptionof
                Securities Other than Equity
                Securities




Not
      applicable.


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PART
      II




Item
                13
            Defaults,
                Dividend Arrearages and
                Delinquencies




Not
      applicable.




Item
                14
            MaterialModifications
                to the Rights of Security Holders
                and Use of Proceeds




Not
      applicable.




Item
                15
            Controlsand
                Procedures




As
      of
      July 31, 2007, we carried out an evaluation, under the supervision and with
      the
      participation of our principal executive officer and principal financial
      officer, of the effectiveness of the design and operation of our disclosure
      controls and procedures. Based on this evaluation, our principal executive
      officer and principal financial officer have concluded that our disclosure
      controls and procedures are effective to ensure that information required to
      be
      (a) included in our periodic reports to the Securities and Exchange Commission
      is recorded, processed, summarized and reported in a timely manner and (b)
      disclosed in the reports that we file or submit under the Securities Exchange
      Act of 1934 is accumulated and communicated to our management, including our
      principal executive officer and principal financial officer, to allow timely
      decisions regarding required disclosure.




In
      addition, there were no changes in our internal control over financial reporting
      during our fiscal year covered by this annual report on Form 20-F that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting subsequent to the date of their last
      evaluation.




Item
                16
            [Reserved]




A.
            Auditcommittee
                financial expert.




Our
      board
      of directors has determined that we do not have an audit committee financial
      expert serving on our audit committee.  We currently have limited
      operations and funds and as a result do not believe an audit committee financial
      expert is required to serve on our audit committee at this time.  As
      our operations grow and finances become more complex, we will commence a search
      for an audit committee financial expert to be appointed to our board of
      directors and our audit committee.




B.
            Codeof
                Ethics.




We
      have
      adopted a Code of Business Conduct that applies to our Chief Executive Officer,
      Chief Financial Officer and other senior financial officers performing similar
      functions.  The Code of Business Conduct is available for viewing on
      our website at www.canplats.com.




C.
            PrincipalAccountant
                Fees and Services.




The
      following is a summary of the aggregate fees billed in each of the last two
      fiscal years by our principal accountant.


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Principal
                Accountant Fees and Services
            
            Fiscal
                year ended July 31, 2007
            
            Fiscal
                year ended July 31, 2006Audit
                Fees(1)
            
            $17,000
            
            $10,500All
                Other Fees
            
            $146
            
            NilTotal
            
            $17,146
            
            $10,500




(1)           
      Includes audit, interim financial statements review and fees in connection
      with
      regulatory financial filings




Pre-Approval
      Policies and
      Procedures




Our
      audit
      committee has established policies and procedures that are intended to control
      the services provided by our auditors and to monitor their continuing
      independence.  Under these policies, no services may be undertaken by
      our auditors unless the engagement is specifically approved by our audit
      committee or the services are included within a category which has been
      pre-approved by our audit committee. The maximum charge for services is
      established by the audit committee when the specific engagement is approved
      or
      the category of services pre-approved. Management is required to notify the
      audit committee of the nature and value of pre-approved services
      undertaken.




Our
      audit
      committee will not approve engagements relating to, or pre-approve categories
      of, non-audit  services to be provided by our  auditors (i)
      if such services are of a type the performance of which would  cause
      our auditors to cease to be independent within the meaning of applicable
      Securities and Exchange Commission rules, and (ii) without consideration, among
      other things, of whether our auditors are best situated to provide the required
      services and whether the required services are consistent with their role as
      auditor.




All
      services provided by our principal accountant in 2007 were pre-approved by
      our
      audit committee.




D.
            Exemptionsfrom
                the Listing Standards for Audit
                Committees.




Not
      applicable.




E.
            Purchasesof
                Equity Securities by the Issuer and
                Affiliated Purchasers.




Not
      applicable.




PART
      III




Item
                17
            FinancialStatements




Our
      consolidated financial statements are stated in Canadian Dollars (Cdn$) and
      are
      prepared in Canadian GAAP, which differs in certain respects from those
      principles that we would have followed had our financial statements been
      prepared in accordance with US GAAP.  The major measurement
      differences between Canadian and US GAAP, as they affect us, are disclosed
      in
      note 14 to the financial statements.




The
      consolidated financial statements and notes thereto as required under Item
      17
      are attached to this Annual Report, are individually listed under Item 14,
      and
      are found immediately following the text of this Annual Report.  The
      audit report of PricewaterhouseCoopers, LLP is included in this Annual Report
      immediately preceding the financial statements.


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Item
                18
            Financial
Statements




Not
      applicable.




Item
                19
            Exhibits




All
      Financial Statements and Exhibits referred to in this Item 19 are incorporated
      by reference into this Annual Report.




A.
            FinancialStatements





Document
            PageConsolidated
                Financial Statements as at July 31, 2007,
                July 31, 2006 and July 31, 2005 (in Canadian Dollars).
            F-1PricewaterhouseCoopers
                LLP Auditors’ Report, dated November
                20, 2007.
            F-3Consolidated
                Balance Sheets as at July 31, 2007 and
                July 31, 2006 (in Canadian Dollars).
            F-4Consolidated
                Statements of Loss and Deficit for the
                years ended July 31, 2007, July 31, 2006 and July 31, 2005 (in Canadian
                Dollars).
            F-5Consolidated
                Statements of Cash Flows for the years
                ended July 31, 2007, July 31, 2006 and July 31, 2005 (in Canadian
                Dollars).
            F-6Consolidated
                Statements of Changes in Shareholders’
                Equity for the years ended July 31, 2007, July 31, 2006 and July
                31, 2005 (in Canadian Dollars).
            F-7Notes
                to Consolidated Financial Statements for the
                years ended July 31, 2007, July 31, 2006 and July 31, 2005 (in Canadian
                Dollars).
            F-8




B.
            Exhibits





Exhibit
                Number
            Description1.1
            Memorandum,
                Articles and Certificate of Incorporation incorporated by reference
                from
                Exhibit 1.1 to Registration Statement under the Securities Exchange
                Act of
                1934 on Form 20-F, file no. 0-31190filed on
                July 30,
                2001.1.1
            Notice
                of Articles and Articles of Incorporation incorporated by reference
                from
                Exhibit 1.1 to Annual Report under the Securities Exchange Act of
                1934 on
                Form 20-F, file no. 0-31190filed on
                December
                30, 2005.12.1
            Certification
                of President As Adopted Pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002.12.2
            Certification
                of Chief Financial Officer As Adopted
                Pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.13.1
            Certification
                of President Pursuant to 18 U.S.C.
                Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002.13.2
            Certification
                of Chief Financial Officer Pursuant to 18
                U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.




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              of
              Contents
  A.    
Financial
        Statements
      Canplats
          Resources Corporation
  Consolidated
          Financial
          Statements
 July
          31, 2007, 2006 and 2005 (in
          Canadian dollars)
 
 
  F
                -1




Management’s
          Responsibility for
          Financial Reporting
 
 The
          accompanying consolidated financial statements of the Company have been
          prepared
          by management in accordance with accounting principles generally accepted
          in
          Canada and reconciled to accounting principles generally accepted in the
          United
          States as set out in note 14 and contain estimates based on management’s
          judgement and based on currently available information. Management is
          responsible for all information in the annual report.  All financial
          and operating data in the annual report is consistent, where appropriate,
          with
          that contained in the consolidated financial statements.
 
 A
          system of internal control over financial reporting is maintained in order
          to
          provide reasonable assurance that assets are safeguarded and that transactions
          are properly recorded and executed in accordance with management’s
          authorization.  This system includes established policies and
          procedures, the selection and training of qualified personnel, and an
          organization for appropriate delegation of authority and segregation of
          responsibilities.
 
 The
          Audit Committee of the Board of Directors has met with the Company’s independent
          auditors to review the scope and results of the annual audit, and to review
          the
          financial statements and related financial reporting matters prior to submitting
          the financial statements to the Board for approval.
 
 The
          Company’s independent auditors, PricewaterhouseCoopers LLP, are appointed by the
          shareholders to conduct an audit in accordance with Canadian generally
          accepted
          auditing standards and the auditing standards of the Public Company Accounting
          Oversight Board (United States), and their report follows.
 
 
 
 
 
 “R.E.
          Gordon
          Davis”                                                                                           “Tom
          S.Q. Yip”
 
 R.E.
          Gordon
          Davis                                                                                Tom
          S.Q. Yip
 President                                                                                Vice
          President Finance &
CFO
 
 November
          20, 2007
  F
              -
              2
 
 
 PricewaterhouseCoopers
            LLP
 Chartered
            Accountants
 PricewaterhouseCoopers
            Place
 250
            Howe Street, Suite 700
 Vancouver,
            British Columbia
 Canada
            V6C 3S7
 Telephone
            +1 604 806 7000
 Facsimile
            +1 604 806 7806
 
 INDEPENDENT
          AUDITORS'
          REPORT
  To
          the shareholders of
 Canplats
          Resources
          Corporation
   We
          have audited the consolidated balance sheets of Canplats Resources Corporation
          (the “Company”) as at July 31, 2007 and July 31, 2006 and the statements of loss
          and deficit and cash flows for the years then ended. These consolidated
          financial statements are the responsibility of the Company's management.
          Our
          responsibility is to express an opinion on these financial statements based
          on
          our audits.
  We
          conducted our audits in accordance with Canadian generally accepted auditing
          standards and with the standards of the Public Company Accounting Oversight
          Board (United States). Those standards require that we plan and perform
          an audit
          to obtain reasonable assurance whether the financial statements are free
          of
          material misstatement. An audit includes examining, on a test basis, evidence
          supporting the amounts and disclosures in the financial statements. An
          audit
          also includes assessing the accounting principles used and significant
          estimates
          made by management, as well as evaluating the overall financial statement
          presentation.
  In
          our opinion, these consolidated financial statements present fairly, in
          all
          material respects, the financial position of the company as at July 31,
          2007 and
          July 31, 2006 and the results of its operations and its cash flows for
          the year
          then ended in accordance with Canadian generally accepted accounting
          principles.
  The
          consolidated financial statements as at July 31, 2005 and for the year
          then
          ended were audited by other auditors, who expressed an opinion without
          reservation on those statements in their report dated October 7,
          2005.
  
   Chartered
          Accountants
 Vancouver,
          B. C., Canada
 November20,2007
  
 PricewaterhouseCoopers
          refers to the Canadian firm of PricewaterhouseCoopers LLP and the other
          member
          firms of PricwaterhouseCoopers International Limited, each of which is
          a
          separate and independent legal entity.
   F
              -
              3
 Canplats
                Resources
                Corporation
 (An
                Exploration Stage Company)
 CONSOLIDATED
          BALANCE
          SHEETS
 
 As
          at July 31
 (expressed
          in Canadian dollars)
 
 2007
                
                
                
                
                
                2006$
                
                
                
                
                
                
                
                $ASSETSCurrentCash
                    and cash equivalents
                
                
                2,106,551
                
                
                
                
                
                
                
                1,590,245Receivables
                
                
                6,066
                
                
                
                
                
                
                
                20,139Prepaid
                    expense
                
                
                10,229
                
                
                
                
                
                
                
                13,866Total
                    current
                    assets
                
                
                2,122,846
                
                
                
                
                
                
                
                1,624,250Value
                    added tax
                    recoverable
                
                
                182,523
                
                
                
                
                
                
                
                51,999Mineral
                    properties (note
                    4)
                
                
                3,585,042
                
                
                
                
                
                
                
                2,394,421Total
                    assets
                
                
                5,890,411
                
                
                
                
                
                
                
                4,070,670LIABILITIES
                    AND SHAREHOLDERS’
                    EQUITYCurrentAccounts
                    payable and accrued liabilities
                
                
                53,112
                
                
                
                
                
                
                
                38,332Due
                    to related parties (note 8)
                
                
                20,850
                
                
                
                
                
                
                
                47,46973,962
                
                
                
                
                
                
                
                85,801Future
                    income tax liability(note 9(b))
                
                
                217,900
                
                
                
                
                
                
                
                200,200Total
                    liabilities
                
                
                291,862
                
                
                
                
                
                
                
                286,001Shareholders’
                    equityShare
                    capital issued (note 5)
                
                
                15,538,867
                
                
                
                
                
                
                
                12,725,289Value
                    assigned to stock options and warrants
                
                
                657,923
                
                
                
                
                
                
                
                785,678Contributed
                    surplus
                
                
                316,729
                
                
                
                
                
                
                
                316,450Deficit
                
                
                (10,914,970
                )
                
                
                
                
                
                
                (10,042,748
                )Total
                    shareholders’
                    equity
                
                
                5,598,549
                
                
                
                
                
                
                
                3,784,669Total
                    liabilities and
                    shareholders’ equity
                
                
                5,890,411
                
                
                
                
                
                
                
                4,070,670
 
 Subsequent
          event (note
          15)
 
 
 Approved
          by the Board of Directors
 
 
 
 “James
          W.
          Tutton”                                                                                                           
“R.E. Gordon Davis”
 
 James
          W. Tutton,
          Director                                                                                                R.E.
          Gordon Davis, Director
   F
                -
                4
 Canplats
                  Resources
                  Corporation
 (An
                  Exploration Stage
                  Company)
 CONSOLIDATED
          STATEMENTS OF LOSS AND
          DEFICIT
 
 Years
          ended July
          31
 (expressed
          in Canadian dollars, except number of shares)
 
 2007
                
                
                2006
                
                
                2005$
                
                
                
                $
                
                
                
                $ExpensesBank
                    charges
                
                
                3,586
                
                
                
                1,571
                
                
                
                1,556General
                    exploration
                
                
                128,808
                
                
                
                134,878
                
                
                
                14,780Insurance
                
                
                4,204
                
                
                
                10,457
                
                
                
                7,481Investor
                    relations
                
                
                88,800
                
                
                
                87,930
                
                
                
                156,928Listing
                    and filing fees
                
                
                9,942
                
                
                
                13,672
                
                
                
                7,752Office
                
                
                13,807
                
                
                
                6,691
                
                
                
                11,186Professional
                    fees
                
                
                34,525
                
                
                
                10,500
                
                
                
                11,230Salaries
                
                
                60,921
                
                
                
                58,363
                
                
                
                49,225Shareholder
                    relations
                
                
                11,842
                
                
                
                12,318
                
                
                
                19,318Stock-based
                    compensation (note 6)
                
                
                561,790
                
                
                
                -
                
                
                
                111,000Transfer
                    agents
                
                
                12,422
                
                
                
                11,924
                
                
                
                11,975(930,647
                )
                
                
                (348,304
                )
                
                
                (402,431
                )Other
                    income
                    (loss)Interest
                    income
                
                
                75,813
                
                
                
                18,319
                
                
                
                21,239Foreign
                    exchange loss
                
                
                (17,388
                )
                
                
                (11,687
                )
                
                
                (14,875
                )Recovery
                    (write-off) of mineral properties (note 4)
                
                
                -
                
                
                
                6,104
                
                
                
                (1,133,280
                )58,425
                
                
                
                12,736
                
                
                
                (1,126,916
                )Loss
                    before income
                    taxes
                
                
                (872,222
                )
                
                
                (335,568
                )
                
                
                (1,529,347
                )Future
                    income tax recovery (note 9(d))
                
                
                -
                
                
                
                -
                
                
                
                35,600Loss
                    for the
                    year
                
                
                (872,222
                )
                
                
                (335,568
                )
                
                
                (1,493,747
                )Deficit,
                    beginning of the
                    year
                
                
                (10,042,748
                )
                
                
                (9,707,180
                )
                
                
                (8,213,433
                )Deficit,
                    end of the
                    year
                
                
                (10,914,970
                )
                
                
                (10,042,748
                )
                
                
                (9,707,180
                )Weighted
                    average number of
                    issued shares
                
                
                44,709,023
                
                
                
                32,390,739
                
                
                
                29,348,744Basic
                    and diluted loss per
                    common share
                
                
                (0.02
                )
                
                
                (0.01
                )
                
                
                (0.05
                )
 
 
 The
                accompanying notes are an integral part of the
                consolidated financial statements.
 F
                -
                5
 Canplats
                  Resources
                  Corporation
 (An
                  Exploration Stage
                  Company)
 CONSOLIDATED
          STATEMENTS OF CASH
          FLOWS
 
 Years
          ended July
          31
 (expressed
          in Canadian dollars)
 
 2007
                
                
                2006
                
                
                2005$
                
                
                
                $
                
                
                
                $OPERATING
                    ACTIVITIESLoss
                    for the year
                
                
                (872,222
                )
                
                
                (335,568
                )
                
                
                (1,493,747
                )Non-cash
                    items:Stock-based
                    compensation
                
                
                561,790
                
                
                
                -
                
                
                
                111,000Write-off
                    (recovery) of mineral properties
                
                
                -
                
                
                
                (6,104
                )
                
                
                1,133,280Future
                    income tax recovery
                
                
                -
                
                
                
                -
                
                
                
                (35,600
                )(310,432
                )
                
                
                (341,672
                )
                
                
                (285,067
                )Net
                    changes in non-cash working capital items:Amounts
                    receivable and prepaid expenses
                
                
                17,710
                
                
                
                (6,470
                )
                
                
                16,989Accounts
                    payable and accrued liabilities
                
                
                14,780
                
                
                
                (10,230
                )
                
                
                (15,073
                )Due
                    from (to) related parties
                
                
                (26,619
                )
                
                
                (40,061
                )
                
                
                77,113Cash
                    used in operating
                    activities
                
                
                (304,561
                )
                
                
                (398,433
                )
                
                
                (206,038
                )FINANCING
                    ACTIVITIESShares
                    and warrants issued for cash
                
                
                2,124,312
                
                
                
                2,061,750
                
                
                
                105,500Share
                    issue costs
                
                
                -
                
                
                
                (5,828
                )
                
                
                (675
                )Cash
                    generated by financing
                    activities
                
                
                2,124,312
                
                
                
                2,055,922
                
                
                
                104,825INVESTING
                    ACTIVITIESMineral
                    property costs
                
                
                (1,172,921
                )
                
                
                (594,942
                )
                
                
                (997,369
                )Increase
                    in foreign value added tax recovery (net)
                
                
                (130,524
                )
                
                
                21,725
                
                
                
                4,421Sale
                    of property, plant and equipment
                
                
                -
                
                
                
                19,722
                
                
                
                -Cash
                    used in investing
                    activities
                
                
                (1,303,445
                )
                
                
                (553,495
                )
                
                
                (992,948
                )Increase
                    (decrease) in cash and
                    cash equivalents
                
                
                516,306
                
                
                
                1,103,994
                
                
                
                (1,094,161
                )Cash
                    and cash equivalents -
                    Beginning of year
                
                
                1,590,245
                
                
                
                486,251
                
                
                
                1,580,412Cash
                    and cash equivalents - End
                    of year
                
                
                2,106,551
                
                
                
                1,590,245
                
                
                
                486,251Supplemental
                    cash flow information (note 10)
 
 
 
 
 The
                accompanying notes are an integral part of the
                consolidated financial statements.
 F
                -
                6
 Canplats
                  Resources
                  Corporation
 (An
                  Exploration Stage Company)
 CONSOLIDATED
          STATEMENTS
          OF
 SHAREHOLDERS’
          EQUITY
 
 Years
          Ended July
          31
 (expressed
          in Canadian dollars except number of shares)
 
 Number
                    of Common
                    Shares
                
                
                Share
                    Capital
                    Issued
                  $
                
                
                Value
                    Assigned to Stock Options
                    and Warrants
                  $
                
                
                Contributed
                  Surplus
                  $
                
                
                Deficit
                  $
                
                
                Total
                  Shareholders’
                  Equity
                  $Balance
                    at July 31,
                    2004
                
                
                29,142,306
                
                
                
                11,267,220
                
                
                
                324,050
                
                
                
                –
                
                
                
                (8,213,433
                )
                
                
                3,377,837For
                    cash
                
                
                300,000
                
                
                
                105,500
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                105,500Value
                    assigned to options granted
                
                
                –
                
                
                
                -
                
                
                
                111,000
                
                
                
                –
                
                
                
                –
                
                
                
                111,000Value
                    assigned to options exercised
                
                
                –
                
                
                
                3,800
                
                
                
                (3,800
                )
                
                
                –
                
                
                
                –
                
                
                
                –Future
                    income tax recovery
                
                
                –
                
                
                
                (35,600
                )
                
                
                -
                
                
                
                –
                
                
                
                –
                
                
                
                (35,600
                )Share
                    issue costs
                
                
                –
                
                
                
                (675
                )
                
                
                -
                
                
                
                –
                
                
                
                –
                
                
                
                (675
                )Loss
                    for the year
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                (1,493,747
                )
                
                
                (1,493,747
                )Balance
                    at July 31,
                    2005
                
                
                29,442,306
                
                
                
                11,340,245
                
                
                
                431,250
                
                
                
                –
                
                
                
                (9,707,180
                )
                
                
                2,064,315For
                    cash:Private
                    placements
                
                
                10,150,000
                
                
                
                1,418,216
                
                
                
                611,784
                
                
                
                -
                
                
                
                -
                
                
                
                2,030,000Exercise
                    of options
                
                
                50,000
                
                
                
                5,500
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                5,500Exercise
                    of warrants
                
                
                105,000
                
                
                
                26,250
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                26,250Non-cash:Value
                    assigned to warrants granted
                
                
                -
                
                
                
                -
                
                
                
                72,646
                
                
                
                -
                
                
                
                -
                
                
                
                72,646Value
                    assigned to options exercised
                
                
                -
                
                
                
                3,800
                
                
                
                (3,800
                )
                
                
                -
                
                
                
                -
                
                
                
                -Value
                    assigned to warrants exercised
                
                
                -
                
                
                
                9,752
                
                
                
                (9,752
                )
                
                
                -
                
                
                
                -
                
                
                
                -Value
                    assigned to expired warrants
                  and
                    options
                
                
                -
                
                
                
                -
                
                
                
                (316,450
                )
                
                
                316,450
                
                
                
                -
                
                
                
                -Shares
                    issued for finder’s fees on
                  private
                    placement
                
                
                580,500
                
                
                
                80,716
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                80,716Share
                    issue costs
                
                
                -
                
                
                
                (159,190
                )
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (159,190
                )Loss
                    for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (335,568
                )
                
                
                (335,568
                )Balance
                    at July 31,
                    2006
                
                
                40,327,806
                
                
                
                12,725,289
                
                
                
                785,678
                
                
                
                316,450
                
                
                
                (10,042,748
                )
                
                
                3,784,669For
                    cashExercise
                    of options
                
                
                75,000
                
                
                
                22,500
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                22,500Exercise
                    of warrants
                
                
                8,407,250
                
                
                
                2,101,812
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                2,101,812Non-cash:Value
                    assigned to options granted
                
                
                -
                
                
                
                -
                
                
                
                561,790
                
                
                
                
                
                
                
                
                
                
                
                561,790Value
                    assigned to options exercised
                
                
                -
                
                
                
                14,900
                
                
                
                (14,900
                )
                
                
                -
                
                
                
                -
                
                
                
                -Value
                    assigned to warrants exercised
                
                
                -
                
                
                
                674,366
                
                
                
                (674,366
                )
                
                
                -
                
                
                
                -
                
                
                
                -Value
                    assigned to expired warrants
                
                
                -
                
                
                
                -
                
                
                
                (279
                )
                
                
                279
                
                
                
                -
                
                
                
                -Loss
                    for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (872,222
                )
                
                
                (872,222
                )Balance
                    at July 31,
                    2007
                
                
                48,810,056
                
                
                
                15,538,867
                
                
                
                657,923
                
                
                
                316,729
                
                
                
                (10,914,970
                )
                
                
                5,598,549
  The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              7
  1.
                NATURE
                    AND CONTINUANCE OF
                    OPERATIONS
 
 Canplats
          Resources Corporation (“Canplats” or “the Company”) is in the process of
          acquiring, exploring and developing precious and base metal mineral properties.
          The Company will attempt to bring the properties to production, structure
          joint
          ventures with others, option or lease properties to third parties, or sell
          the
          properties outright. The Company has not determined whether these properties
          contain ore reserves that are economically recoverable and the Company
          is
          considered to be in the exploration stage.
 
 These
          consolidated financial statements have been prepared assuming the Company
          will
          continue on a going-concern basis.  Management has estimated that the
          Company will have adequate funds from existing working capital to meet
          its
          corporate, administrative and property obligations for the coming year.
          If the
          Company is to advance or develop its mineral properties further, it will
          be
          necessary to obtain additional financing and while it has been successful
          in the
          past, there can be no assurance that it will be able to do so in the
          future.
 
 The
          recoverability of the amounts shown for mineral properties and related
          deferred
          exploration costs is dependent upon the existence of economically recoverable
          reserves, securing and maintaining title and beneficial interest in the
          properties, the ability of the Company to obtain necessary financing to
          complete
          the development, and upon future profitable production or sale. The amounts
          shown as deferred exploration expenditures and property acquisition costs
          represent net costs to date, less amounts amortized and written-off, and
          do not
          necessarily represent present or future values.
 
 Although
          the Company has taken steps to verify title to mineral properties in which
          it
          has an interest, in accordance with industry standards for the current
          stage of
          exploration of such properties, these procedures do not guarantee the Company’s
          title.  Property title may be subject to unregistered prior agreements
          or transfers and may be affected by undetected defects.
 
 2.
                SIGNIFICANT
                    ACCOUNTING
                    POLICIES
 
 Generally
          accepted accounting
          principles
 
 These
          consolidated financial statements have been prepared in accordance with
          Canadian
          generally accepted accounting principles (Canadian GAAP). The significant
          differences between those principles and those that would be applied under
          U.S.
          generally accepted accounting principles and requirements promulgated by
          the
          Securities and Exchange Commission (collectively U.S. GAAP), as they affect
          the
          Company, are disclosed in note 14.
  Principles
            of
            consolidation
 These
          consolidated financial statements include the accounts of the Company and
          its
          wholly-owned subsidiary, Canplats de Mexico S.A. de
          C.V.  Inter-company balances are eliminated upon
          consolidation.
 
 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 amounts reported in the consolidated financial statements and
          related
          notes.  Significant areas where management’s judgment is applied are
          the determination of asset impairment, stock-based compensation and future
          income tax balances.  Actual results could differ from those
          estimates.
 
 Reclassifications
 
 Certain
          reclassifications of prior year balances have been made to conform to the
          current year presentation.  These reclassifications have had no impact
          on previously reported total assets or results of operations, and do not
          affect
          previously reported cash flows from operating or financing
          activities.
  
 The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              8
  2.
                SIGNIFICANT
                    ACCOUNTING POLICIES(continued)
 
 Foreign
          currency
          translation
  The
          Company’s subsidiary is an integrated foreign operation and its results and
          financial position are translated into its functional currency, the Canadian
          dollar, using the temporal method.  Foreign currency monetary items
          are translated at the exchange rate in effect at the balance sheet date;
          foreign
          currency non-monetary items are translated at historical exchange
          rates.  Income and expense foreign currency items are translated at
          the average exchange rate for the period. Translation gains and losses
          are
          reflected in consolidated statements of loss unless they relate to a specific
          mineral property in which case, they are capitalized.
 
 Cash
          and cash
          equivalents
 
 Cash
          and cash equivalents include cash, bank balances and highly liquid deposits
          with
          maturity of three months or less at date of acquisition.  These
          instruments are stated at cost, which approximates market value.
  Mineral
            properties
 The
          Company records its interests in mineral properties at cost.  The
          costs of acquiring mineral properties and related exploration and development
          expenditures, holding costs to maintain a property are deferred and would
          be
          amortized against future production following commencement of commercial
          production or are written-off if the properties are sold, allowed to lapse
          or
          abandoned.  General exploration, overhead and administration costs are
          expensed in the period incurred.
 
 Option
          payments received are treated as a reduction of the carrying value of the
          related mineral property and deferred costs until the receipts are in excess
          of
          costs incurred, at which time they are credited to income.  Option
          payments are at the discretion of the optionee, and accordingly, are recorded
          on
          a cash basis.
 
 Management
          of the Company regularly reviews the net carrying value of each mineral
          property.  Where events or changes in circumstances suggest
          impairment, estimated future cash flows are calculated using estimated
          future
          prices, proven and probable reserves, value beyond proven and probable
          reserves,
          probability weighted outcomes and operating capital and reclamation costs
          on an
          undiscounted basis.  If it is determined that the future cash flows
          are less than the carrying value, a write-down to the estimated fair value
          is
          expensed for the period.  The Company presently has no proven or
          probable reserves.  Where estimates of future net cash flows are not
          available and where other conditions suggest impairment, management assesses
          if
          carrying values can be recovered.  If the carrying values exceed
          estimated recoverable values, then the project is written-down to estimated
          fair
          values with the write-down expensed in the period.
 
 Management’s
          estimates of future mineral prices, recoverable resources, initial and
          operating
          capital and reclamation costs are subject to certain risks and uncertainties
          that may affect the recoverability of mineral property
          costs.  Although management has made its best estimate of these
          factors, it is possible that changes could occur that could adversely affect
          management’s estimate of the net cash flows to be generated from its
          properties.
 
  The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              9
  2.
                SIGNIFICANT
                    ACCOUNTING POLICIES(continued)
 
 Property,
          plant and
          equipment
 
 Property,
          plant and equipment are carried at cost less accumulated
          amortization.  The Company provides for amortization calculated using
          the declining balance method at rates ranging from 20% to 30% per
          annum.  Amortization commences at the time when the assets are
          available for use.
 
 Stock-based
          compensation
 
 Compensation
          expense for stock options and warrants granted are measured at the fair
          value at
          the grant date using the Black-Scholes valuation model and are recognized
          over
          the vesting period of the options and warrants granted.  In situations
          where stock options are granted in exchange for services related to specific
          mineral properties, the expense is capitalized against that mineral
          property.  The value assigned to stock options and warrants within
          shareholders’ equity are subsequently reduced if the options and warrants are
          exercised with the amount recorded credited to share capital.  Any
          values assigned to stock options and warrants that have expired are credited
          to
          contributed surplus.
 
 Income
          taxes
 
 The
          liability method of income tax allocation is used and is based on differences
          between financial reporting and tax bases of assets and liabilities. 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. Future income tax liabilities
          or assets
          are calculated using the tax rates anticipated to apply in the periods
          that the
          temporary differences are expected to reverse. Future tax assets are recognized
          to the extent that they are considered more likely than not to be
          realized.
 
 Loss
          per common
          share
 
 Loss
          per share is calculated based on the weighted average number of common
          shares
          issued and outstanding during the year.  The Company follows the
          treasury stock method in the calculation of diluted earnings per
          share.  Under this method, the weighted average number of shares
          includes the potential net issuances of common shares for “in-the-money” options
          and warrants assuming the proceeds are used to repurchase common shares
          at the
          average market price during the period, if dilutive.  The effect of
          potential issuances of shares under options and warrants would be anti-dilutive
          if a loss is reported, and therefore basic and diluted losses per share
          are the
          same.
 
 Flow-through
          shares
 
 Canadian
          Income Tax Legislation permits an enterprise to issue securities referred
          to as
          flow-through shares whereby the investor may claim the tax deductions arising
          from the related resource expenditures.  When resource expenditures
          are renounced to the investors and the Company has reasonable assurance
          that the
          expenditures will be completed, future income tax liabilities are recognized
          (renounced expenditures multiplied by the effective corporate tax rate)
          thereby
          reducing share capital.
 
 If
          the Company has sufficient eligible unused tax losses and deductions (“losses”)
          to offset all or part of the future income tax liabilities and no future
          income
          tax assets have been previously recognized on such losses, a portion of
          such
          unrecognized losses (losses multiplied by the effective corporate tax rate)
          is
          recorded as income up to the amount of the future income tax liability
          that was
          previously recognized on the renounced expenditures.
 
  The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              10
  3.      ACCOUNTING
          PRONOUNCEMENTS
 
 In
          January 2005, the Canadian Institute of Chartered Accountants (“CICA”) issued
          CICA Handbook Section 3855 Financial Instruments – Recognition and Measurement,
          CICA Handbook Section 3865 Hedges and CICA Handbook Section 1530 Comprehensive
          Income (the “Financial Instrument Standards”).  These standards are
          effective for interim and annual financial statements for fiscal years
          beginning
          on or after October 1, 2006.  These new standards will be applied to
          the Company starting August 1, 2007.  The Company does not anticipate
          these accounting pronouncements to have any material impact on its results
          of
          operation and financial position.
 
 4.      MINERAL
          PROPERTY COSTS
 
 The
          Company’s mineral properties are as follows:
 
 Rodeo
                Yerbabuena
                El
                    Rincon
                Mecatona
                Maijoma
                El
                    Alamo
                Camino
                  Rojo(Mexico)
                (Mexico)
                (Mexico)
                (Mexico)
                (Mexico)
                (Mexico)
                (Mexico)
                Total$
                $
                $
                $
                $
                $
                $
                $Balance,
                    July 31, 2006
                779,614
                1,053,982
                132,638
                370,289
                51,119
                6,779
                -
                2,394,421Acquisition
                    costs
                11,161
                34,298
                11,189
                39,986
                17,467
                17,268
                15,912
                147,281Admin
                    and office
                20,770
                4,515
                703
                8,439
                6,480
                5,721
                369
                46,997Assaying
                20,060
                -
                -
                26,237
                12,702
                -
                2,836
                61,835Claim
                    taxes
                20,917
                15,374
                18,449
                20,950
                16,587
                28,737
                -
                121,014Consulting
                5,328
                1,156
                23
                689
                3,524
                3,137
                -
                13,857Foreign
                    exchange gain
                (13,451)
                4,863
                (130)
                7,468
                1,652
                (3,853)
                (442)
                (3,893)Drilling
                371,293
                -
                -
                -
                -
                -
                -
                371,293Gas
                    and Oil
                1,943
                -
                -
                -
                -
                -
                -
                1,943Geology
                    consulting
                -
                -
                -
                7,736
                2,112
                -
                -
                9,848Geology
                    salaries
                1,519
                1,494
                281
                13,325
                3,869
                558
                -
                21,046Geophysics
                64
                26,437
                -
                -
                46,278
                65,372
                -
                138,151Heavy
                    and light equipment
                41,126
                1,067
                35
                1,019
                2,524
                1,010
                -
                46,781Legal
                1,140
                -
                -
                1,019
                -
                -
                -
                2,159Licenses
                    and government fees
                -
                6
                -
                -
                -
                34
                -
                40Living
                    costs and travel
                12,132
                4,253
                -
                4,800
                13,830
                12,413
                167
                47,595Maps,
                    prints and film
                -
                -
                -
                (99)
                2,109
                9
                -
                2,019Property
                    holding costs associated with
                  future
                    income taxes
                592
                (270)
                2,376
                4,673
                4,436
                3,625
                2,268
                17,700Storage
                6,255
                1,673
                -
                1,712
                183
                -
                -
                9,823Supervision
                    project and labour
                23,064
                15,014
                352
                4,845
                42,133
                49,301
                -
                134,709Supplies
                394
                -
                -
                -
                29
                -
                -
                423Exploration
                    costs for the year
                513,146
                75,582
                22,089
                102,813
                158,448
                166,064
                5,198
                1,043,340Balance,
                    July 31, 2007
                1,303,921
                1,163,862
                165,916
                513,088
                227,034
                190,111
                21,110
                3,585,042
 
 
  The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              11
  4.      MINERAL
          PROPERTY COSTS(continued)
 
 Rodeo
                Yerbabuena
                El
                    Rincon
                Mecatona
                Other(Mexico)
                (Mexico)
                (Mexico)
                (Mexico)
                (Mexico)
                Total$
                $
                $
                $
                $
                $Balance,
                    July 31, 2005
                699,999
                908,536
                107,948
                -
                -
                1,716,483Acquisition
                    costs
                -
                28,947
                11,387
                22,931
                -
                63,265Amortization
                230
                482
                46
                1,354
                184
                2,296Assaying
                2,374
                9,235
                -
                21,382
                9,245
                42,236Claim
                    taxes
                22,205
                12,085
                7,154
                28,857
                -
                70,301Consulting
                    and contracting services
                -
                2,659
                -
                3,509
                -
                6,168Drafting
                    salaries and consulting
                472
                -
                -
                11,798
                -
                12,270Drilling
                -
                -
                -
                115,334
                -
                115,334Foreign
                    exchange
                123
                (1,989)
                445
                2,036
                2,186
                2,801Geology
                    consulting
                -
                -
                -
                48,050
                1,466
                49,516Geology
                    salaries and consulting
                7,434
                1,478
                -
                23,281
                3,620
                35,813Geophysics
                    airborne and ground
                -
                -
                1,106
                -
                -
                1,106Equipment
                3,638
                3,173
                -
                19,338
                363
                26,512Labour
                    and expediting
                13,283
                33,995
                -
                22,817
                9,312
                79,407Legal
                -
                234
                -
                890
                -
                1,124Licenses
                    and government fees
                -
                1,055
                -
                10,132
                10,274
                21,461Living
                    costs and travel
                2,232
                2,480
                -
                14,991
                4,730
                24,433Maps,
                    prints and film
                300
                186
                -
                273
                13,664
                14,423Office
                    expenses
                1,048
                644
                82
                3,978
                455
                6,207Property
                    holding costs associated with future
                  income
                    taxes
                26,276
                35,523
                4,470
                12,480
                1,951
                80,700Storage
                -
                12,499
                -
                4,669
                117
                17,285Supplies
                -
                2,760
                -
                2,189
                331
                5,280Exploration
                    costs for the year
                79,615
                116,499
                13,303
                347,358
                57,898
                614,673Balance,
                    July 31, 2006
                779,614
                1,053,982
                132,638
                370,289
                57,898
                2,394,421
 
 
 PRINCIPAL
          PROPERTIES
  Rodeo,
          Mexico
 
 In
          fiscal 2003, the Company acquired through staking a 100% interest in the
          Rodeo
          property located 150 kilometers north of Durango, Mexico.  The
          property is subject to a finder’s fee consisting of US$5,000 on acquisition; the
          greater of US$5,000  or 2% of all direct exploration expenditures
          every six months thereafter and a 0.25% net smelter royalty.  The
          maximum amount payable in respect of this finder’s fee is
          US$500,000.  The property is also subject to a right of first offer
          (note 12(a)).
    The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              12
  4.      MINERAL
          PROPERTY COSTS(continued)
 
 Yerbabuena,
          Mexico
 
 In
          fiscal 2003, the Company entered into a lease with an option to purchase
          agreement for a 100% interest in the Yerbabuena epithermal gold prospect
          located
          approximately 150 kilometres north-northwest of Durango, Mexico.  The
          property is subject to a 2% net smelter royalty.
 
 Under
          the terms of the agreement with La Cuesta International, Inc. (“LCI”), owner of
          the Yerbabuena property, the Company may make staged payments totalling
          US$62,500 over three years and US$30,000 annually thereafter, plus applicable
          taxes, to lease the property.  On commencement of commercial
          production on the property, the Company is to pay the greater of US$25,000
          per
          quarter and a 2% net smelter royalty.  The Company may purchase the
          property for a total consideration of US$2,000,000 less all lease payments
          paid
          under the agreement.  The property is also subject to a right of first
          offer (note 12(a)).
 
 El
          Rincon, Mexico
 
 In
          fiscal 2004, the Company acquired, by staking, the El Rincon gold project
          in
          Durango, Mexico, subject to a finder’s fee to LCI.
 
 Under
          the terms of the agreement with LCI, dated August 24, 2004, but effective
          May 3,
          2004, the Company is required to pay LCI US$5,000 on signing the agreement
          (paid); every six months commencing May 3, 2004, the greater of US$5,000
          and 2%
          of direct exploration expenditures made for the benefit of the property;
          and, on
          commencement of commercial production on the property, a 0.25% net smelter
          return royalty; provided that the maximum amount payable to LCI for the
          El
          Rincon property is US$2,000,000.
 
 On
          and prior to the Company expending US$1.5 million on the property, Silver
          Standard Resources Inc. (“Silver Standard”) can earn a 51% interest in El Rincon
          by incurring expenditures equal to two times the Company’s accrued acquisition
          and exploration expenditures (note 12(a)).
 
 Mecatona,
          Mexico
 
 In
          fiscal 2006, the Company acquired, by a combination of option agreements
          and
          staking, four claim blocks for a 100% interest in the Mecatona property
          located
          in the Mecatona gold/silver district in the state of Chihuahua, Mexico
          located
          approximately 20 kilometres south of Parral.
 
 For
          two claim blocks, the Company agreed to pay, under separate option agreements,
          two private owners an aggregate of US$15,000 on signing
          (paid).  Subsequent option payments for one of these claim blocks are
          US$10,000 on November 25, 2006 (paid), US$20,000 on November 25, 2007,
          US$215,000 on November 25, 2008 and 1% net smelter return capped at
          US$250,000.  For the other claim block, subsequent option payments are
          US$20,000 on November 26, 2006 (paid), US$30,000 on November 26, 2007,
          US$50,000
          on November 26, 2008, $90,000 on November 26, 2009 and US$800,000 on November
          26, 2010.  The Company acquired the other two claim blocks by
          staking.
 
 Under
          the terms of the agreement with LCI, the Company is required to pay LCI
          US$5,000
          on acquisition of the property (paid); every six months, the greater of
          US$5,000
          and 2% of direct exploration expenditures made for the benefit of the property;
          and, on commencement of commercial production on the property, a 0.25%
          net
          smelter return royalty; provided that the maximum amount payable to LCI
          for the
          Mecatona property is US$2,000,000.
  The
                  accompanying notes are an integral part of the consolidated financial
                  statements.
 F
                -
                13
 4.      MINERAL
          PROPERTY COSTS(continued)
 
 On
          and prior to the Company expending US$1.5 million on the property, Silver
          Standard can earn a 51% interest in Mecatona by incurring expenditures
          equal to
          two times the Company’s accrued acquisition and exploration expenditures (note
          12(a)).
 
 Maijoma,
          Mexico
 
 In
          fiscal 2006, the Company acquired by staking a 100% interest in the Maijoma
          Prospect located in Chihuahua State, Mexico, subject to the payment of
          a
          finder’s fee to LCI.
 
 Under
          the terms of the agreement with LCI, the Company is required to pay LCI
          US$5,000
          on acquisition of the property (paid); every six months, the greater of
          US$5,000
          and 2% of direct exploration expenditures made for the benefit of the property;
          and, on commencement of commercial production on the property, a 0.25%
          net
          smelter return royalty; provided that the maximum amount payable to LCI
          for the
          Maijoma property is US$2,000,000.
 
 El
          Alamo, Mexico
 
 In
          fiscal 2006, the Company acquired by staking a 100% interest in the El
          Alamo
          Prospect located in Chihuahua State, Mexico, subject to the payment of
          a
          finder’s fee to LCI.
 
 Under
          the terms of the agreement with LCI, the Company is required to pay LCI
          US$5,000
          on acquisition of the property (paid); every six months, the greater of
          US$5,000
          and 2% of direct exploration expenditures made for the benefit of the property;
          and, on commencement of commercial production on the property, a 0.25%
          net
          smelter return royalty; provided that the maximum amount payable to LCI
          for the
          El Alamo property is US$2,000,000.
 
 Camino
          Rojo,
          Mexico
 
 In
          fiscal
          2007, the Company acquired, by staking, the Camino Rojo property in Zacatecas
          State, Mexico, subject
          to the
          payment of a finder’s fee to LCI.
 
 Under
          the terms of the agreement with LCI, the Company is required to pay LCI
          US$5,000
          on acquisition of the property (paid); every six months, the greater of
          US$5,000
          and 2% of direct exploration expenditures made for the benefit of the property;
          and, on commencement of commercial production on the property, a 0.25%
          net
          smelter return royalty; provided that the maximum amount payable to LCI
          for the
          Camino Rojo property is US$2,000,000.
 
 OTHER
          PROPERTIES
 
 Grand
          Bay, Canada
 
 The
          Company had an option to acquire from Canadian Golden Dragon Resources
          Ltd. up
          to a 75% interest in 5 mineral claims (76 units) by paying Golden Dragon
          $26,000
          (paid) over two years and spending a total of $500,000 in exploration by
          June
          30, 2003.  In January 2002, the Company met its obligations and earned
          a 50% interest in the property by incurring $100,000 in exploration on
          the
          property, but failed to spend the $500,000 by June 30, 2003.  Based on
          exploration results, the property was abandoned and $346,297 in costs was
          written-off during fiscal 2005.  Currently the Company’s claims will
          lapse on the property in February 2010.
 
  
 The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              14
 4.      MINERAL
          PROPERTY COSTS(continued)
 
 Geikie,
          Canada
 
 The
          Company had an agreement to acquire a 100% interest in 7 mineral claims
          (108
          units) near Cheeseman and Kitchen Lake area, by an initial cash payment
          of
          $10,000 (paid) and the requirement to issue a total of 100,000 common shares
          (issued) in four equal installments of 25,000 shares in six month intervals,
          and
          the granting of a 1% NSR which may be repurchased by the Company for
          $500,000.  Based on exploration results, the property was abandoned
          and $520,149 in costs was written-off during fiscal 2005 and our claims
          on the
          property have since lapsed.
 
 Stucco,
          Canada
 
 The
          Company had a 100% interest in a 16 unit claim that was purchased by the
          issuance of 50,000 common shares.  The vendors retain a 2% NSR of
          which 1% could be purchased for $1,000,000 and the remaining 1% could be
          purchased on a right of first refusal basis.
 
 In
          September
          2001, the Company signed an option agreement with Platinum Group Metals
          Ltd.
          (“PGM”) whereby PGM can earn up to a 60% interest in the Stucco
          property.  Under the terms of the agreement, PGM can earn a 51%
          interest in the property through cash payments totalling $65,000 ($40,000
          paid)
          and exploration and development expenditures of $1,000,000 over four
          years.  In fiscal 2004 PGM terminated the option
          agreement.  Based
          on
          exploration results, the property was abandoned and $12,176 in costs was
          written-off during fiscal 2005 and our claims on the property have since
          lapsed.
 
 Santa
          Lucia,
          Mexico
 
 In
          October 2003, the company acquired by staking a 100% interest in the
          4,550-hectare Santa Lucia gold prospect located in Baja California Norte,
          Mexico, subject to the payment of a finder’s fee to LCI.  Under an
          agreement dated October 3, 2003, the company was required to pay LCI a
          finder’s
          fee in respect of its acquisition of the Santa Lucia prospect of US$15,000
          on
          signing the agreement (paid); US$5,000 on or before December 12, 2003 (paid);
          every six months commencing June 12, 2004, the greater of US$5,000 and
          2% of
          direct exploration expenditures made for the benefit of the
          property.  Based on exploration results, the property was abandoned
          and $254,658 in costs was written-off during fiscal 2005.
  
  The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              15
  5.
                SHARE
                    CAPITAL
 
 Authorized:Unlimited
          common shares without par value.
 The
            Company had the following shares issued and outstanding:
 Number
                    of
                  Shares
                $Balance,
                    July 31, 2004
                29,142,306
                11,267,220For
                    cash:Private
                    placement
                    (a)
                250,000
                100,000Exercise
                    of
                    options
                50,000
                5,500Value
                    assigned to options exercised
                -
                3,800Flow-through
                    shares - future income tax recovery (note 9(d))
                -
                (35,600)Share
                    issue
                    costs
                -
                (675)Balance,
                    July 31, 2005
                29,442,306
                11,340,245For
                    cash:Private
                    placements (b) and (c)
                10,150,000
                1,418,216Exercise
                    of options
                50,000
                5,500Exercise
                    of warrants
                105,000
                26,250Value
                    assigned to options exercised
                -
                3,800Value
                    assigned to warrants exercised
                -
                9,752Shares
                    issued for finder’s fees
                580,500
                80,716Share
                    issue costs
                -
                (159,190)Balance,
                    July 31, 2006
                40,327,806
                12,725,289For
                    cash:Exercise
                    of options
                75,000
                22,500Exercise
                    of warrants (note 7)
                8,407,250
                2,101,812Value
                    assigned to options exercised
                -
                14,900Value
                    assigned to warrants exercised
                -
                674,366Balance,
                    July 31, 2007
                48,810,056
                15,538,867
 
 
 As
                    at July 31, 2007 and 2006, the Company had no shares subject
                    to escrow
                    agreements.
 
 (a)
                In
                    October 2004, the Company closed a private placement consisting
                    of 250,000
                    flow-through shares at $0.40 per share.  Total proceeds of
                    $100,000 relating to the flow-through financing were
                    received.
 
 (b)
                In
                    January 2006, the Company completed a private placement of 5,150,000
                    units
                    at a price of $0.20 per unit for gross proceeds of
                    $1,030,000.  The gross proceeds were assigned values of $790,840
                    to the shares and $239,160 to the warrants.  Each unit consisted
                    of one common share and one half of a common share purchase
                    warrant.  Each full warrant entitled the holder to purchase one
                    additional common share at a price of $0.25 in year one or $0.35
                    in year
                    two, provided that if the shares of the Company trade for a period
                    of 20
                    consecutive days (after the expiry of the four month hold period)
                    at or
                    above $0.35 per share in year one or $0.45 per share in year
                    two on the
                    TSX Venture Exchange, the warrant holders will be required to
                    exercise
                    their warrants.  A finder’s fee of 6% (280,500 units valued at
                    $56,100) was paid in units on a portion of the placement.  The
                    value assigned to these finder’s fee units was $43,073 to the shares and
                    $13,027 to the warrants.
    The
                  accompanying notes are an integral part of the consolidated financial
                  statements.
 F
                -
                16
 5.
                SHARE
                    CAPITAL(continued)
 
 The
          fair value of the common share purchase warrants issued as part of the
          private
          placement in January 2006 were based on the Black-Scholes pricing model,
          using
          the following weighted average assumptions:
 
 Expected
                    dividend yield (%)
                NilRisk-free
                    interest rate (%)
                3.8Term
                    to expiry (years)
                2.0Expected
                    volatility (%)
                104
 
 Warrant
          and option pricing models require the input of highly subjective assumptions
          including the expected price volatility.  Changes in the subjective
          input assumptions can materially affect the fair value estimate, and therefore,
          the existing models do not necessarily provide a reliable measure of the
          fair
          value of the Company’s warrants and stock options.
 
 (c)
                In
                    June 2006, the Company completed a private placement of 5,000,000
                    units at
                    a price of $0.20 per unit for gross proceeds of $1,000,000.  The
                    gross proceeds were assigned values of $627,376 to the shares
                    and $372,624
                    to the warrants.  Each unit consisted of one common share and
                    one common share purchase warrant.  Each warrant entitled the
                    holder to purchase one additional common share at a price of
                    $0.25 for two
                    years, provided that if the shares of the Company trade for a
                    period of 20
                    consecutive days (after the expiry of the four month hold period)
                    at or
                    above $0.40 per share on the TSX Venture Exchange, the warrant
                    holders
                    will be required to exercise their warrants.  A finder’s fee of
                    6% (300,000 units valued at $60,000) was paid in units on a portion
                    of the
                    placement.  The values assigned to these finder’s fee units was
                    $37,643 to the shares and $22,357 to the warrants.  A further
                    10% in broker’s fees (500,000 warrants) was paid in warrants relating to
                    this placement.  The values assigned to these broker’s fee
                    warrants was $37,262.
 
 The
          fair value of the common share purchase warrants issued as part of the
          private
          placement in June 2006 were based on the Black-Scholes pricing model, using
          the
          following weighted average assumptions:
 
 Expected
                    dividend yield (%)
                NilRisk-free
                    interest rate (%)
                4.1Term
                    to expiry (years)
                2.0Expected
                    volatility (%)
                99.2
 
 Warrant
          and option pricing models require the input of highly subjective assumptions
          including the expected price volatility.  Changes in the subjective
          input assumptions can materially affect the fair value estimate, and therefore,
          the existing models do not necessarily provide a reliable measure of the
          fair
          value of the Company’s warrants and stock options.
 
 6.      STOCK
          OPTIONS
 
 The
          Company has a share option plan for its employees, directors, officers
          and
          consultants.  The plan provides for the issuance of incentive options
          to acquire up to a total of 10% of the issued and outstanding common shares
          of
          the Company.  The exercise price of each option shall not be less than
          the closing market price of the Company’s stock on the award
          date.  The options can be granted for a maximum term of 5 years with
          vesting provisions determined by the Company.
   
 The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              17
 6.STOCK
          OPTIONS(continued)
 
 During
          the year ended July 31, 2007, 2,040,000 stock options were granted to employees,
          directors and consultants at a weighted average strike price of
          $0.44.  These options had a fair value assigned of $0.37 per option
          based on the Black-Scholes option pricing model.  The Company
          amortizes the fair value of stock options on a straight-line basis over
          the
          respective vesting period of the stock options.  The fair value of
          options that was charged to the statements of loss and deficit was $561,790
          in
          the current year.  During 2006, 1,170,000 options
          expired.  The value assigned to these options of $251,450 was
          reclassified to contributed surplus.
 
 The
          fair value of these stock options issued in 2007 was estimated at the grant
          date
          based on the Black-Scholes option pricing model, using the following weighted
          average assumptions:
 
 
 Expected
                    dividend yield (%)
                NilRisk-free
                    interest rate (%)
                3.85Term
                    to expiry (years)
                5.0Expected
                    volatility (%)
                117
 
 Stock
          options issued are as follows:
 
 2007
                
                2006
                
                2005Number
                  of
                    Shares
                Weighted
                  Average
                  Exercise
                  Price
                  $
                Number
                  of
                    Shares
                Weighted
                  Average
                  Exercise
                  Price
                  $
                Number
                  of
                    Shares
                Weighted
                  Average
                  Exercise
                  Price
                  $Options
                      outstandingat August 1
                610,000
                0.36
                1,830,000
                0.35
                1,270,000
                0.33Granted
                2,040,000
                0.44
                -
                -
                610,000
                0.36Expired
                -
                -
                (1,170,000)
                0.35
                -
                -Exercised
                (75,000)
                0.30
                (50,000)
                0.11
                (50,000)
                0.11Options
                    outstandingat
                    July 31
                2,575,000
                0.43
                610,000
                0.36
                1,830,000
                0.35Options
                    exercisableat
                    July 31
                1,555,000
                0.42
                610,000
                0.36
                1,830,000
                0.35
 
 The
          following table summarizes information about stock options outstanding
          and
          exercisable at July 31, 2007:
 
 Exercise
                  Price
                  $
                Options
                  Outstanding
                Options
                  Exercisable
                Expiry
                  Date
                Weighted
                    Average
                  remaining
                    life
                    (years)0.37
                535,000
                535,000
                January
                    12, 2008
                0.50.44
                2,040,000
                1,020,000
                December
                    19, 2011
                4.42,575,000
                1,555,000
                
                3.6
 
  
 The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              18
  7.
                WARRANTS
 
 In
          the year
          ended July 31, 2007, 8,407,250 common share purchase warrants were exercised
          for
          cash of $2,101,812.
 
 In
          the year
          ended July 31, 2006, 8,515,250 common share purchase warrants were issued
          relating to two private placements.  Of the warrants issued, 7,575,000
          were issued for cash of $611,784 and 940,250 were issued for finder’s and
          broker’s fees.  The fair value assigned to the 940,250 warrants issued
          was $72,646.
 
 During
          2006,
          5,870,000 warrants expired.  The value assigned to these warrants of
          $65,000 was reclassified to contributed surplus.  During the current
          year, 3,000 warrants expired.  The value assigned to these warrants of
          $279 has been reclassified to contributed surplus.
 
 Warrants
          issued are as follows:
 
 2007
                
                
                
                
                
                2006
                
                
                
                
                
                2005Number
                  of
                    Shares
                
                
                Weighted
                  Average
                  Exercise
                  Price
                  $
                
                
                Number
                  of
                    Shares
                
                
                Weighted
                  Average
                  Exercise
                  Price
                  $
                
                
                Number
                  of
                    Shares
                
                
                Weighted
                  Average
                  Exercise
                  Price
                  $Warrants
                    outstanding at August 1
                
                
                8,410,250
                
                
                
                0.25
                
                
                
                5,870,000
                
                
                
                0.40
                
                
                
                5,870,000
                
                
                
                0.40Issued
                    (note 5(b)and
                    5(c))
                
                
                -
                
                
                
                -
                
                
                
                8,515,250
                
                
                
                0.25
                
                
                
                -
                
                
                
                -Expired
                
                
                (3,000
                )
                
                
                0.25
                
                
                
                (5,870,000
                )
                
                
                0.40
                
                
                
                -
                
                
                
                -Exercised
                
                
                (8,407,250
                )
                
                
                0.25
                
                
                
                (105,000
                )
                
                
                0.25
                
                
                
                -
                
                
                
                -Warrants
                    outstandingat
                    July 31
                
                
                -
                
                
                
                -
                
                
                
                8,410,250
                
                
                
                0.25
                
                
                
                5,870,000
                
                
                
                0.40
 
 
 8.
                RELATED
                    PARTY
                    TRANSACTIONS
 
 The
          Company accrued $354,936 (2006 - $312,300) in geological support, management
          and
          administration expenses to Silver Standard, a company of which two directors
          are
          also directors of the Company.   During fiscal 2006, the Company
          sold its property, plant and equipment to a related company for proceeds
          of
          $19,722.  Included in amounts payable at July 31, 2007 is $20,850
          (2006 - $47,469) payable to Silver Standard.  Any amounts payable to
          related parties are non-interest bearing and without specific terms of
          repayment.  Any transactions for expense reimbursement or asset sales
          with related parties are at normal business terms.
    The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              19
  9.
                INCOME
                    TAXES
 
 (a)
                The
                    income taxes shown on the consolidated statements of loss and
                    deficit
                    differs from the amounts obtained by applying statutory rates
                    due to the
                    following:
 
 2007
                
                
                2006
                
                
                2005$
                
                
                
                $
                
                
                
                $Statutory
                    tax rate
                
                
                34.1
                %
                
                
                34.1
                %
                
                
                35.6
                %Loss
                    for the year before taxes
                
                
                (872,222
                )
                
                
                (335,568
                )
                
                
                (1,493,747
                )Provision
                    for income taxes based on statutory rates
                
                
                (297,500
                )
                
                
                (114,500
                )
                
                
                (531,800
                )Non
                    deductible expenses
                
                
                216,400
                
                
                
                22,500
                
                
                
                431,400Future
                    income tax recovery
                
                
                -
                
                
                
                -
                
                
                
                35,600Unrecognized
                    benefit of net operating losses
                  carried
                    forward
                
                
                81,100
                
                
                
                92,000
                
                
                
                100,400-
                
                
                
                -
                
                
                
                35,600
 
 (b)
                Future
                    income taxes reflect the net tax effects of temporary differences
                    between
                    the carrying amounts of assets and liabilities for financial
                    reporting
                    purposes and the amounts used for income tax
                    purposes.  Significant components of the Company’s future tax
                    assets and liabilities as of July 31 are as
                    follows:
 
 2007
                
                
                2006$
                
                
                
                $Future
                    tax assets:Mineral
                    properties
                
                
                1,489,600
                
                
                
                1,445,600Finance
                    charge
                
                
                36,000
                
                
                
                55,100Non-capital
                    losses
                
                
                503,000
                
                
                
                436,6002,028,600
                
                
                
                1,937,300Future
                    tax liability:Mineral
                    properties
                
                
                (217,900
                )
                
                
                (200,200
                )Valuation
                    allowance
                
                
                (2,028,600
                )
                
                
                (1,937,300
                )Net
                    future tax liability
                
                
                (217,900
                )
                
                
                (200,200
                )
 
 The
          potential income tax benefit of these losses and tax pool balances have
          been
          offset by a valuation allowance.
   The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              20
  9.
                INCOME
                    TAXES(continued)
 
 (c)
                As
                    of July 31, 2007, the Company has approximately $1,506,177 in
                    operating
                    losses, $5,099,285 in accumulated Canadian and foreign exploration
                    and
                    development expenditures and $105,514 in unclaimed share issuance
                    costs
                    available to reduce future taxable income.  The potential
                    benefit of these losses has not been reflected in these consolidated
                    financial statements.  The operating losses expire as
                    follows:
 
 $2008
                168,3002009
                145,2002010
                123,6002014
                255,2002015
                317,7292016
                263,2382017
                11,4102027
                221,5001,506,177
 
 (d)
                During
                    2005, flow-through shares totalling $100,000 were issued, which
                    funds were
                    required to be spent on certain Canadian exploration
                    expenditures.  Because the Company no longer had the ability to
                    use the expenditures for tax purposes, the Company was required
                    to record
                    a future tax liability, which was equal to the renunciation times
                    the
                    corporation tax rate when expenditures are renounced.  However,
                    because the Company had unused tax losses and resource pools
                    in excess of
                    the renunciation, the Company was able to reduce its valuation
                    allowance
                    with respect to these unused tax losses and resource pools and,
                    as a
                    consequence, a $35,600 future income tax recovery was recorded
                    in fiscal
                    2005.
 
 10.
                SUPPLEMENTAL
                    CASH FLOW
                    INFORMATION
 
 2007
                
                
                2006
                
                
                2005$
                
                
                
                $
                
                
                
                $Non-cash
                    financing
                    activitiesShare
                    issue costs
                
                
                -
                
                
                
                (153,362
                )
                
                
                –Share
                    capital issued for finder’s fees
                
                
                -
                
                
                
                80,716
                
                
                
                –
 
   
 The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              21
  11.
                SEGMENTED
                    INFORMATION
 
 The
          Company operates in one industry segment which is the acquisition and
          exploration of mineral properties.  Segment assets by geographic
          location are as follows:
 
 July
                    31,
                    2007Canada
                  $
                
                
                Mexico
                  $
                
                
                Total
                  $Loss
                    for the year
                
                
                (860,812
                )
                
                
                (11,410
                )
                
                
                (872,222
                )Mineral
                    properties
                
                
                772,734
                
                
                
                2,812,308
                
                
                
                3,585,042Total
                    assets
                
                
                2,804,236
                
                
                
                3,086,175
                
                
                
                5,890,411
 
 July
                    31,
                    2006Canada
                  $
                
                
                Mexico
                  $
                
                
                Total
                  $Loss
                    for the year
                
                
                (287,016
                )
                
                
                (48,552
                )
                
                
                (335,568
                )Mineral
                    properties
                
                
                671,696
                
                
                
                1,722,725
                
                
                
                2,394,421Total
                    assets
                
                
                2,249,668
                
                
                
                1,821,002
                
                
                
                4,070,670
 
 12.
                COMMITMENTS
 
 (a)
                The
                    Company has granted to Silver Standard a right of first offer
                    on the
                    Company’s Rodeo and Yerbabuena properties, which properties were referred
                    to the Company by Silver Standard.  Under the terms of the right
                    of first offer, if the Company intends to dispose of an interest
                    in any
                    referred property, the Company must give Silver Standard the
                    first
                    opportunity to acquire the
                    interest.
 
 Effective
          March 24, 2004, the Company granted Silver Standard a one-time right to
          acquire
          a 51% interest in  any property referred to the Company by Silver
          Standard that is subsequently acquired by the Company.  This one-time
          right to acquire replaces the right of first offer and, in order to exercise
          the
          right in respect of any property, Silver Standard must (a) exercise the
          right
          prior to, or on, the Company incurring US$1.5 million in exploration
          expenditures on the property and (b) incur exploration expenditures equal
          to
          twice the acquisition and exploration expenditures incurred by the Company
          on
          the property at the time of exercise.  The El Rincon and Mecatona
          properties (note 4) are subject to this back-in right.
 
 (b)
                In
                    June 2003, the Company entered into an agreement with a non-related
                    company to provide financial public relations services.  The
                    Company pays a monthly amount ranging up to $8,500 per month
                    plus approved
                    expenses solely in cash, for financial public relations services,
                    communications materials and travel.  The agreement is now
                    month-to-month, subject to a 30-day termination
                    notice.
 
 (c)
                Mineral
                    property commitments, all of which are optional, are described
                    in note
                    4.
   
 The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              22
  13.
                FINANCIAL
                    INSTRUMENTS
 
 (a)
                Fair
                    value
 The
          estimated fair values of cash and cash equivalents, receivables, accounts
          payables and accrued liabilities and amounts due to related parties approximate
          book values due to the short-term nature of these instruments.
 (b)
                  Foreign
                      exchange risk Foreign
              exchange risk arises from foreign currency fluctuations.  The Company
              does not use any derivative instruments to reduce its exposure to fluctuations
              in foreign currency exchange rates.
 (c)
                Credit
                    risk
 Financial
          instruments that potentially subject the Company to credit risk consist
          of cash
          and cash equivalents and receivables.  The Company deposits cash and
          cash equivalents with financial institutions believed to be of high credit
          quality.
 
 14.
                DIFFERENCES
                    BETWEEN CANADIAN
                    AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
                    (GAAP)
 
 These
          consolidated financial statements are prepared in accordance with Canadian
          GAAP
          which differs in certain respects from those applicable in the U.S. GAAP
          and
          from the practice promulgated by the United States Securities and Exchange
          Commission (SEC).  Significant measurement differences between
          Canadian and U.S. GAAP as they pertain to the accompanying consolidated
          financial statements are as follows:
  (a)
                Mining
                    and mineral property assets
  Under
                    U.S. GAAP, mineral property exploration and land use costs must
                    be
                    expensed as incurred, until commercially mineable deposits are
                    determined
                    to exist within a particular property.  Accordingly, for U.S.
                    GAAP purposes, for all periods presented, the Company has expensed
                    all
                    land use costs for mineral properties and deferred exploration
                    costs, that
                    have been incurred by the Company, for which commercially mineable
                    revenues do not exist.  Under Canadian GAAP, such costs have
                    been deferred.  Due to this difference in treatment, the future
                    income tax liability recorded under Canadian GAAP is not required
                    under
                    U.S. GAAP, and the balance is accordingly
                    reversed.
  For
          Canadian GAAP, cash flows relating to mineral property exploration and
          land use
          costs are reported as investing activities.  For U.S. GAAP, these
          costs would be characterized as operating activities.
  (b)
                Flow-through
                    equity financing
  Under
          Canadian income tax legislation, a company is permitted to issue shares
          whereby
          the Company agrees to incur qualifying expenditures and renounce the related
          income tax deductions to the investors.  The Company has accounted for
          the issue of flow-through shares by reducing shareholders’ equity and
          recognizing a future income tax liability for the amount of tax credits
          renounced to the investors in accordance with Canadian GAAP.  This
          future tax liability was subsequently reduced to $nil by the reversal of
          a
          portion of the valuation allowance relating to previously unrecognized
          future
          tax assets.  This resulted in a future tax recovery for Canadian GAAP
          purposes in 2005.
  Under
          U.S. GAAP, no such future tax liability would arise and, accordingly, there
          would be no associated future income tax recovery.
   
 The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              23
  14.
                DIFFERENCES
                    BETWEEN CANADIAN
                    AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
                    (GAAP)(continued)
 
 (c)
                The
                    effect of the significant measurement differences between Canadian
                    GAAP
                    and U.S. GAAP on the amounts reported in the consolidated balance
                    sheets,
                    statements of loss and deficit and cash flows are as
                    follows:
   Balance
                    Sheets
                  As
                    at July 31
                
                
                2007
                  $
                
                
                
                2006
                  $Assets
                    under Canadian GAAP
                
                
                5,890,411
                
                
                
                4,070,670Mineral
                    property exploration and development (a)
                
                
                (3,585,042
                )
                
                
                (2,394,421
                )Assets
                    under U.S. GAAP
                
                
                2,305,369
                
                
                
                1,676,249Liabilities
                    under Canadian GAAP
                
                
                291,862
                
                
                
                286,001Future
                    income tax liability (a)
                
                
                (217,900
                )
                
                
                (200,200
                )Liabilities
                    under U.S. GAAP
                
                
                73,962
                
                
                
                85,801Shareholders’
                    equity under Canadian GAAP
                
                
                5,598,549
                
                
                
                3,784,669Mineral
                    property exploration and development (a)
                
                
                (3,585,042
                )
                
                
                (2,394,421
                )Future
                    income tax liability (a)
                
                
                217,900
                
                
                
                200,200Shareholders’
                    equity under U.S. GAAP
                
                
                2,231,407
                
                
                
                1,590,448
   
  The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              24
  14.
                DIFFERENCES
                    BETWEEN CANADIAN
                    AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
                    (GAAP)(continued)
 
 Statements
                    of
                    OperationsYears
                    ended July 31
                
                
                2007
                  $
                
                
                
                2006
                  $
                
                
                
                2005
                  $Loss
                    for the year, Canadian GAAP
                
                
                872,222
                
                
                
                335,568
                
                
                
                1,493,747Flow-through
                    shares
                
                
                -
                
                
                
                -
                
                
                
                6,250Mineral
                    property exploration costs (note 4)
                
                
                1,172,921
                
                
                
                597,238
                
                
                
                1,006,532Future
                    income tax recovery
                
                
                -
                
                
                
                -
                
                
                
                35,600Mineral
                    property costs written off for the year
                
                
                -
                
                
                
                -
                
                
                
                (1,133,280
                )Loss
                    and comprehensive loss for the year,
                  U.S.
                    GAAP
                
                
                2,045,143
                
                
                
                932,806
                
                
                
                1,408,849Weighted
                    average number of
                  shares
                    outstanding
                
                
                44,709,023
                
                
                
                32,390,739
                
                
                
                29,348,744Loss
                    per share, basic and diluted under U.S. GAAP
                
                
                (0.05
                )
                
                
                (0.03
                )
                
                
                (0.05
                )
 
 Statements
                    of Cash
                    FlowsCash
                    used in operating activities
                  under
                    Canadian GAAP
                
                
                304,561
                
                
                
                398,433
                
                
                
                206,038Mineral
                    property exploration and
                  development
                    expenditures (a)
                
                
                1,172,921
                
                
                
                594,942
                
                
                
                997,369Cash
                    used in operating activities,
                  under
                    U.S. GAAP
                
                
                1,477,482
                
                
                
                993,375
                
                
                
                1,203,407Cash
                    generated by financing activities,
                  under
                    Canadian and U.S. GAAP
                
                
                2,124,312
                
                
                
                2,055,922
                
                
                
                104,825Cash
                    used in investing activities,
                  under
                    Canadian GAAP
                
                
                1,303,445
                
                
                
                553,495
                
                
                
                992,948Mineral
                    property exploration and
                  development
                    expenditures (a)
                
                
                (1,172,921
                )
                
                
                (594,942
                )
                
                
                (997,369
                )Cash
                    used in (from) investing activities,
                  under
                    U.S. GAAP
                
                
                130,524
                
                
                
                (41,447
                )
                
                
                (4,421
                )Cash
                    and cash equivalents end of year,
                  under
                    Canadian and U.S. GAAP
                
                
                2,106,551
                
                
                
                1,590,245
                
                
                
                486,251
  
  The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              25
  14.
                DIFFERENCES
                    BETWEEN CANADIAN
                    AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)(continued)
 
 (d)
                Impact
                    of recent United States accounting
                    pronouncements
  (i)
                Uncertainty
                    in income taxes
  In
          July 2006, FASB released FASB Interpretation No. 48, “Accounting for Uncertainty
          in
          Income Taxes, and interpretation of FASB Statement No. 109” (FIN
          48).  FIN 48 prescribes a comprehensive model for how a company should
          recognize, measure, present, and disclose in its financial statements uncertain
          tax positions that the Company has taken or expects to take on a tax return
          (including a decision whether to file or not file a return in a particular
          jurisdiction).  Under the Interpretation, the financial statements
          will reflect expected future tax consequences of such positions presuming
          the
          taxing authorities’ full knowledge of the position and all relevant facts, but
          without considering time values.  The Interpretation also revises
          disclosure requirements and introduces a prescriptive, annual, tabular
          roll-forward of the unrecognized tax benefits.  It is effective for
          fiscal years beginning after December 15, 2006.
  (ii)
                Fair
                    value measurements
  In
          September 2006, FASB issued SFAS No. 157 which defines fair value, establishes
          a
          framework for measuring fair value under U.S. GAAP and expands disclosures
          about
          fair values.  This standard does not require any new fair value
          measurements.  The standard is applicable for fiscal years beginning
          after November 15, 2007.  The Company is currently considering the
          impact of the adoption of this interpretation.
  
 15.
                SUBSEQUENT
                    EVENT
 
 Subsequent
          to year-end, 1,620,000 stock options were granted to officers, directors,
          employees and consultants of the Company at an exercise price of $0.44
          and an
          expiry date of October 24, 2012.
   
  The
                accompanying notes are an integral part of the consolidated financial
                statements.
 F
              -
              26
  END
        OF
        FINANCIAL STATEMENTS





Table
      of
      Contents




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 annual report on its behalf.


Canplats
                Resources Corporation
              (Company)Date:  January
                24, 2008
            By:  /s/
                R.E. Gordon
                Davis
              R.E.
                Gordon Davis, Chairman and CEO





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            -


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      of Contents





Exhibit12.1


CERTIFICATION


AS
      ADOPTED PURSUANT TO


SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002




I,
      R.E.
      Gordon Davis, certify that:




1.
            I
                have reviewed this annual report on Form 20-F of Canplats Resources
                Corporation;




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




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




4.
            The
                company’s other certifying officer and I are responsible for establishing
                and maintaining disclosure controls and procedures (as defined in
                Exchange
                Act Rules 13a-14(a) and 15(d)-14(a)) for the company and have:




(a)
            Designed
                such disclosure controls and procedures, or caused such disclosure
                controls and procedures to be designed under our supervision, to
                ensure
                that material information relating to the company, including its
                consolidated subsidiaries, is made known to us by others within those
                entities, particularly during the period in which this report is
                being
                prepared;




(b)
            Evaluated
                the effectiveness of the company’s disclosure controls and procedures and
                presented in this report our conclusions about the effectiveness
                of the
                disclosure controls and procedures, as of the end of the period covered
                by
                this report based on such evaluation; and




(c)
            Disclosed
                in this report any change in the company’s internal control over financial
                reporting that occurred during the period covered by the annual report
                that has materially affected, or is reasonably likely to materially
                affect, the company’s internal control over financial reporting; and




5.
            The
                company’s other certifying officer(s) and I have disclosed, based on our
                most recent evaluation of internal control over financial reporting,
                to
                the company’s auditors and the audit committee of the company’s board of
                directors (or persons performing the equivalent functions):




(a)
            All
                significant deficiencies and material weaknesses in the design or
                operation of internal control over financial reporting which are
                reasonably likely to adversely affect the company’s ability to record,
                process, summarize and report financial information; and




(b)
            Any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the company’s internal control
                over financial reporting.




Date:  January
      24, 2008






/s/
        R.E. Gordon
        Davis
 R.E.
        Gordon Davis
 Chairman
        and CEO






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          -


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      of Contents




Exhibit12.2


CERTIFICATION


AS
      ADOPTED PURSUANT TO


SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002




I,
      Tom
      S.Q. Yip, certify that:




1.
            I
                have reviewed this annual report on Form 20-F of Canplats Resources
                Corporation;




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




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




4.
            The
                company’s other certifying officer and I are responsible for establishing
                and maintaining disclosure controls and procedures (as defined in
                Exchange
                Act Rules 13a-14(a) and 15(d)-14(a)) for the company and have:




(a)
            Designed
                such disclosure controls and procedures, or caused such disclosure
                controls and procedures to be designed under our supervision, to
                ensure
                that material information relating to the company, including its
                consolidated subsidiaries, is made known to us by others within those
                entities, particularly during the period in which this report is
                being
                prepared;




(b)
            Evaluated
                the effectiveness of the company’s disclosure controls and procedures and
                presented in this report our conclusions about the effectiveness
                of the
                disclosure controls and procedures, as of the end of the period covered
                by
                this report based on such evaluation; and




(c)
            Disclosed
                in this report any change in the company’s internal control over financial
                reporting that occurred during the period covered by the annual report
                that has materially affected, or is reasonably likely to materially
                affect, the company’s internal control over financial reporting; and




5.
            The
                company’s other certifying officer(s) and I have disclosed, based on our
                most recent evaluation of internal control over financial reporting,
                to
                the company’s auditors and the audit committee of the company’s board of
                directors (or persons performing the equivalent functions):




(a)
            All
                significant deficiencies and material weaknesses in the design or
                operation of internal control over financial reporting which are
                reasonably likely to adversely affect the company’s ability to record,
                process, summarize and report financial information; and




(b)
            Any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the company’s internal control
                over financial reporting.




Date:  January
      24, 2008






/s/
        Tom S.Q.
        Yip
 Tom
        S.Q.
        Yip
 Vice
        President, Finance and CFO




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Exhibit13.1


CERTIFICATION
      PURSUANT TO


18
      U.S.C.
      SECTION 1350,


AS
      ADOPTED PURSUANT TO


SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002




In
      connection with the Annual Report on Form 20-F of Canplats Resources Corporation
      for the year ended July 31, 2007, as filed with the Securities and Exchange
      Commission on the date hereof (the “Annual Report”), I hereby certify, pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002, that:




1.
            The
                Annual Report fully complies with the requirements of Section 13(a)
                or
                15(d) of the Securities Exchange Act of 1934, as amended; and




2.
            The
                information contained in the Annual Report fairly presents, in all
                material respects, the financial condition and results of operations
                of
                the registrant.




Date:  January
      24, 2008




/s/
      R.E. Gordon
      Davis


R.E.
      Gordon Davis


Chairman
      and CEO


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Exhibit13.2


CERTIFICATION
      PURSUANT TO


18
      U.S.C.
      SECTION 1350,


AS
      ADOPTED PURSUANT TO


SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002




In
      connection with the Annual Report on Form 20-F of Canplats Resources Corporation
      for the year ended July 31, 2007, as filed with the Securities and Exchange
      Commission on the date hereof (the “Annual Report”), I hereby certify, pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002, that:




1.
            The
                Annual Report fully complies with the requirements of Section 13(a)
                or
                15(d) of the Securities Exchange Act of 1934, as amended; and




2.
            The
                information contained in the Annual Report fairly presents, in all
                material respects, the financial condition and results of operations
                of
                the registrant.




Date:  January
      24, 2008




/s/
      Tom S.Q.
      Yip


Tom
      S.Q.
      Yip


Vice
      President, Finance and CFO







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