UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 20-F



[ ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF 1934



OR

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended_February 28, 2005______________



OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to __________



Commission file number: 0-31195

ALPHA GOLD CORPORATION

(Exact name of Registrant as specified in its charter)



__________British Columbia, Canada_____________

(Jurisdiction of incorporation or organization)



410 Donald Street, Coquitlam, British Columbia, Canada  V3K 3Z8

(Address of principal executive offices)



Securities to be registered pursuant to Section 12(b) of the Act:

None



Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:                                                               None



Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.                                                             24,451,684



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.            Yes ___   No xxx



Indicate by check mark which financial statement item the registrant has elected to follow:                                   Item 17 xxx   Item 18 ___



Page 1 of 75

Index to Exhibits on Page 43





ALPHA GOLD CORPORATION

FORM 20-F Annual Report

TABLE OF CONTENTS





|              | PART I                                                       | 
|------------- | ------------------------------------------------------------ | 
|              |                                                              | 
|Item 1        | Identity of Directors, Senior Management and Advisers        | 
|Item 2        | Offer Statistics and Expected Timetable                      | 
|Item 3        | Key Information                                              | 
|Item 4        | Information on the Company                                   | 
|Item 5        | Operating and Financial Review and Prospects                 | 
|Item 6        | Directors, Senior Management and Employees                   | 
|Item 7        | Major Shareholders and Related Party Transactions            | 
|Item 8        | Financial Information                                        | 
|Item 9        | The Offer and Listing                                        | 
|Item 10       | Additional Information                                       | 
|Item 11       | Quantitative and Qualitative Disclosures About Market Risk   | 
|Item 12       | Description of Securities Other than Equity Securities       | 
|              |                                                              | 
|              | PART II                                                      | 
|              |                                                              | 
|Item 13       | Defaults, Dividend Arrearages and Delinquencies              | 
|Item 14       | Material Modifications to the Rights of Security Holders and | 
|              | Use of Proceeds                                              | 
|Item 15       | Controls and Procedures                                      | 
|Item 16       | Reserved                                                     | 
|              |                                                              | 
|              | PART III                                                     | 
|              |                                                              | 
|Item 17       | Financial Statements                                         | 
|Item 18       | Financial Statements                                         | 
|Item 19       | Exhibits                                                     | 
|              |                                                              | 
|Signatures    |                                                             
|              |                                                             
|Certification |                                                             







INTRODUCTION



Alpha Gold Corp. is organized under the laws of British Columbia, Canada.  In this Annual Report, the Company, "we", "our", and "us", refer to Alpha Gold Corp. (unless the context otherwise requires).  Summary discussions of documents referred to in this Annual Report may not be complete, and we refer you to the actual documents for more complete information.  Our principal corporate offices are located at 410 Donald Street, Coquitlam, British Columbia, Canada V3K 3Z8; our telephone number is 604-939-4083.





BUSINESS OF ALPHA GOLD CORP.



Alpha Gold Corp. (the Company") is a mineral company engaged directly and indirectly through subsidiaries, in the acquisition and exploration of mineral properties.  The Company's primary property is the Lustdust Property (exploration) located in north-central British Columbia.  The Company will not know that a commercially viable mineral deposit, a reserve, exists in the Lustdust Property until sufficient and appropriate exploration work is done and a comprehensive evaluation of such work concludes economic and legal feasibility.





FINANCIAL AND OTHER INFORMATION



In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$ or $).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).





FORWARD-LOOKING STATEMENTS



This Annual Report includes forward-looking statements, principally in ITEM #4, Information on the Company and ITEM #5, Operating and Financial Review and Prospects".  We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business.  These forward-looking statements are subject to risks, uncertainties and assumptions including, among other things, the factors discussed in this Annual Report under ITEM #3, Key Information, Risk Factors" and factors described in documents that we may furnish from time to time to the Securities and Exchange Commission.



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



PART I



ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable



ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE.

Not Applicable





ITEM 3.  KEY INFORMATION.



3.A.1.  Selected Financial Data

3.A.2.  Selected Financial Data

The selected financial data of the Company for the Fiscal Year ended February 28, 2005 and February 29, 2004 were derived from the financial statements of the Company that have been audited by MacKay LLP, independent chartered accountants, as indicated in their audit report, which are included elsewhere in this annual report. The selected financial data for the Company for the Fiscal Years ended February 28, 200 3
 were derived from the financial statements of the Company that have been audited by Bailey & Associates, independent Chartered Accountants; these financial statements are not included herein.  The selected financial data of the Company for the Fiscal Years ended February 28, 2002 and February 28, 200
1 were derived from the financial statements of the Company that were audited by Bailey & Associates, independent Chartered Accountants; these financial statements are not included herein.



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



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



Table No. 1 is derived from the financial statements of the Company, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) and Canadian/USA Generally Accepted Auditing Standards (GAAS).  All material numerical differences between Canadian GAAP and US GAAP, as applicable to the Company, are described in footnotes to the financial statements.



Table No. 1

Selected Financial Data

(CDN$ in 000, except per share data)



|                                | Year    | Year    | Year    | Year    | Year     
|------------------------------- | ------- | ------- | ------- | ------- | ---------
|                                | Ended   | Ended   | Ended   | Ended   | Ended    
|                                | 2/28/05 | 2/29/04 | 2/28/03 | 2/28/02 | 2/28/ 0
1
|                                |         |         |         |         |          
|Revenue                         | Nil     | Nil     | Nil     | Nil     | Nil      
|Net Income (Loss)               | ($230)  | ($166)  | ($130)  | ($134)  | ($143)   
|Earnings (Loss) Per Share       | ($0.01) | ($0.01) | ($0.01) | ($0.01) | ($0.01)  
|                                |         |         |         |         |          
|Net Income (Loss) US GAAP       | ($814)  | ($854)  | ($615)  | ($753)  | N/A      
|EPS (Loss) US GAAP(2)           | ($0.03) | ($0.04) | ($0.03) | ($0.05) | N/A      
|Wtg.Avg.No.Shares US GAAP(2)    | 23,818  | 22,249  | 18,147  | 16,217  | 10,843   
|                                |         |         |         |         |          
|Dividends Per Share             | 0       | 0       | 0       | 0       | 0        
|Dividends Per Share (US GAAP)   | 0       | 0       | 0       | 0       | 0        
|Wtg.Avg.No.Shares Cdn GAAP      | 28,818  | 22,249  | 18,147  | 16,217  | 10,843   
|                                |         |         |         |         |          
|Working Capital                 | $1,777  | $2,225  | $2,276  | $1,232  | $1,140   
|Mineral Properties (Cdn GAAP)   | $5,015  | $4,353  | $2,397  | $2,762  | $2,772   
|Mineral Properties (US GAAP)    | $0      | $0      | $0      | $0      | N/A      
|Long Term Debt                  | $0      | $0      | $0      | $0      | $0       
|Long Term Debt (US GAAP)        | $0      | $0      | $0      | $0      | N/A      
|Shareholders Equity (Cdn GAAP) | $5,933  | $5,741  | $5,112  | $4,025  | $4,155   
|Shareholders Equity (US GAAP)  | $1,871  | $2,263  | $2,323  | $1,263  | N/A      
|Total Assets                    | $6,900  | $6,623  | $5,731  | $4,036  | $4,167   
|Total Assets (US GAAP)          | $1,885  | $2,270  | $2,334  | $1,274  | N/A      

______________________________________________________________________________

--------------------------------------------------------------------------------

(1)  Cumulative Net Loss since incorporation through 2/28/2005 under US GAAP was

($6,840,941).

a) Under US GAAP, options granted to non-employees as compensation for

services provided are fair valued and an expense recorded.

b) Under SEC interpretation of US GAAP, all costs related to exploration-

stage properties are expensed in the period incurred.



3.A.3.  Exchange Rates

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).



Table No. 2 sets forth the exchange rates for the Canadian Dollar at the end of five most recent fiscal years ended the last day of February, the average rates for the period, and the range of high and low rates for the period.



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





Table No. 2

U.S. Dollar/Canadian Dollar

______________________________________________________________________________

______________________________________________________________________________

|                          | Average | High  | Low   | Close
|------------------------- | ------- | ----- | ----- | -----
|                          |         |       |       |      
|Fiscal Year Ended 2/28/05 | $1.29   | $1.39 | $1.18 | $1.23
|Fiscal Year Ended 2/29/04 | $1.37   | $1.49 | $1.27 | $1.34
|Fiscal Year Ended 2/28/03 | $1.56   | $1.60 | $1.49 | $1.53
|Fiscal Year Ended 2/28/02 | $1.57   | $1.61 | $1.51 | $1.60
|Fiscal Year Ended 2/28/01 | $1.49   | $1.56 | $1.45 | $1.53
|                          |         |       |       |      

______________________________________________________________________________

______________________________________________________________________________





3.B.  Capitalization and Indebtedness

Not Applicable





3.C.  Reasons For The Offer And Use Of Proceeds

Not Applicable



3.D.  Risk Factors

Dependence Upon Key Management Employees

While engaged in the business of exploring mineral properties, the nature of Alpha Gold Corp.s business, its ability to continue its exploration of potential exploration projects, and to develop a competitive edge in the marketplace, depends, in large part, on its ability to attract and maintain qualified key management personnel.  Competition for such personnel is intense and the Company may not be able to attract and retain such personnel.  The Companys growth will depend, on the efforts of its Senior Management, including its President and Chief Executive Officer George Whatley and its Secretary Richard Whatley.  Loss of these individuals could have a material adverse effect on the Company.  Alpha Gold Corp. has no key-man life insurance and no written consulting agreements with Senior Management.



Control by Principal Stockholders, Officers and Directors Could Adversely Affect Alpha Gold Corps Stockholders.

Alpha Gold Corp.s Senior Management and Directors, acting together, have the ability to control substantially all matters submitted to the Companys stockholders for approval (including the election and removal of directors and any merger, consolidation or sale of all or substantially all of the Companys assets) and to control Alpha Gold Corp.s management and affairs.  Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control of the Company, impeding a merger, consolidation, takeover or other business combination involving the Company or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of Alpha Gold Corp., which in turn could materially adversely affect the market price of the Companys stock.



Dilution Through Employee/Director/Consultant Options.

Because the success of Alpha Gold Corp. is highly dependent upon its respective employees, the Company may in the future grant to some or all of its key employees, Directors and consultants options to purchase common shares as non-cash incentives.  To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted.



Need for Additional Financing.

Alpha Gold Corp. is engaged in the business of exploring mineral properties, and press releases regarding the Companys business, show changes in estimates and evaluations by securities analysts or other events or factors.  In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as Alpha Gold Corp., has experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies.  For these reasons, the Companys common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control.    If these exploration programs are successful, additional financing will be required to continue exploration and/or to develop the mineral properties identified and to place them into commercial production.  The exploitation of the Companys mineral properties is, therefore, dependent upon Alpha Gold Corp.s ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means.  Failure to obtain such financing may result in delay or indefinite postponement of work on the Companys mineral properties, as well as the possible loss of such properties.



Broker-Dealers May Be Discouraged From Effecting Transactions In Our Common Shares Because They Are Considered Penny Stocks And Are Subject To The Penny Stock Rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on NASD broker-dealers who make a market in "a penny stock".  A penny stock generally includes any non-NASDAQ equity security that has a market price of less than US$5.00 per share.  Our shares are quoted on the TSX Venture Exchange, and the price of our common shares ranged from CDN$0.30 (low) to CDN$0.79 (high) during the period from 2/28/2003 to 2/28/2002.  The closing price of our shares on 5/31/2003 was CDN$0.60.  The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.



Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000, or US$300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.



In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the US Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.



U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against the Company or Our Directors, Controlling Persons and Officers.

It may be difficult to bring and enforce suits against Alpha Gold Corp.  The Company is a corporation incorporated in the province of British Columbia under the British Columbia Securities Act.  A majority of the Company's directors must be residents of Canada, and all or substantial portions of their assets are located outside of the United States, predominately in Canada.  As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them.  In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States.



However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided that they are in compliance with applicable Canadian legislation regarding the limitation of actions.  Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example:

a) where the U.S. court where the judgment was rendered had no jurisdiction according to applicable Canadian law;

b) the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;

c) the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure;

d) a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court;

e) the outcome of the judgment of the U.S. court was inconsistent with Canadian public policy;

f) the judgment enforces obligations arising from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government; or

g) there has not been compliance with applicable Canadian law dealing with the limitation of actions.



As a "foreign private issuer, Alpha Gold Corp. is exempt from the Section 14 proxy rules and Section 16 of the 1934 Securities Act:

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.



The Lack of Trading Volume Associated with Alpha Gold Corp.s Stock Reduced the Liquidity of the Stock for Investors

The lack of trading volume of the Companys shares reduces the liquidity of an investment in the Companys shares. The limited daily trading activity in the Companys stock can make it difficult for investors to readily sell their shares in the open market.



Possible Dilution to Present and Prospective Shareholders:

The Companys plan of operation, in part, contemplates the accomplishment of business negotiations by the issuance of cash, securities of the Company, or a combination of the two, and possibly, incurring debt.  Any transaction involving the issuance of previously authorized but un-issued shares of common stock, or securities convertible into common stock, would result in dilution, possibly substantial, to present and prospective holders of common stock.



Federal, Territorial and Local Governmental Regulations:

The current operations of the Company, involves exploration activities on its properties. These activities currently do not require permits from federal, territorial and local governmental authorities.  There can be no assurance, however, that any future permits which the Company may require will be obtainable on reasonable terms or that such laws and regulations, or that new legislation or modifications to existing legislation, would not have an adverse effect on any exploration project which the Company might undertake.



Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in exploration operations may be required to compensate those suffering loss or damage by reason of the exploration activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations.



Amendments to current laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or require abandonment or delays in the exploration of new properties.



There is No Guarantee of Clear Title to Any of Alpha Gold Corp.s Mineral Properties:

Unregistered agreements or unregistered transfers of title could cause the Company to forfeit its interests in one or more of its property interests.



Alpha Gold Corp. has No Proven Reserves on the Properties in which it has an interest:

The properties in which the Company has an interest or the concessions in which the Company has the right to earn an interest are in the exploratory stage only and are without a known body of ore. Properties on which mineral reserves are not found will have to be discarded causing the Company to write each respective property off thus sustaining a loss.



Alpha Gold Corp. has no Positive Cash Flow and No History of Earnings and is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations:

None of the Companys properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations.  The Company does not know if it will ever generate material revenue from mining operations or if it will ever achieve self-sustaining commercial mining operations. Historically, the only source of funds available to the company has been through the sale of its common shares. Any future additional equity financing would cause dilution to current shareholders.



Unsuccessful Exploration Efforts By Alpha Gold Corp. Personnel Could Result in a Significant Negative Effect:

The expenditures to be made by the Company in the exploration of its properties as described herein may not result in discoveries of mineralized material in commercial quantities.  Most exploration projects do not result in the discovery of commercially mineable ore deposits.





ITEM 4.  INFORMATION ON THE COMPANY



4.A. History and Development of the Company



Introduction

Alpha Gold Corp. and its subsidiaries hereinafter also are referred to as the "Company".  The Company was incorporated in the province of British Columbia on February 25, 1985 under the name Info-Stop Communications Inc.  On September 25, 1990 the name was changed to Alpha Gold Corp.  The Company has been in the natural resource exploration business since 1990. The principal business events since then are (most important and recent matters first):

(a) the 1989 and 1992 acquisition of a 100% interest in the Lustdust Property, a gold-copper prospect located in North Central British Columbia;

(b) the 1994 and 1995 acquisition of the option to acquire a 100% interest in the Goldbanks Property, 25 lode claims located in Nevada.



The Company does not have any operating revenue although historically it has had annual interest revenue as a consequence of investing surplus funds pending the completion of exploration programs. The resource extraction business has historically been cyclical and the prices received for copper and gold have been volatile and, in the case of gold affected by factors and sentiments outside of the cost of production. The mining business operates in a worldwide market and prices are derived from relatively pure market forces so competition to sell any metals or concentrates produced is not an issue if metals prices warrant production.



The Companys executive office is located at:

410 Donald Street

Coquitlam, B.C. Columbia, CANADA  V3K 3Z8

Telephone: (604) 939-7943

Facsimile: (604) 939-4981

E-Mail: agc@alphagold.bc.ca

Website: http://www.alphagold.bc.ca



The Companys registered office is located at:

Lang Michener

Barristers & Solicitors

1055 West Georgia St., Suite 1500

Vancouver, B.C. Canada V6E 4N7



The contact person is:

Mr. George Whatley, President.



The Company's fiscal year ends the last day of February.



The Company's common shares have traded on the TSX Venture Exchange under the symbol "ALQ" since 9/20/1990.



The Company has 100,000,000 common shares, with no par value, authorized.  At

February 28, 2005, the end of the Company's most recent year, there were 24,451,684 common shares issued and outstanding.



In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).



Incorporation and Name Changes

The Company was incorporated in the province of British Columbia on February 25, 1985 under the name Info-Stop Communications Inc.  On September 25, 1990 the name was changed to Alpha Gold Corp. and changed from an advertising company to a natural exploration company just prior to that time.



The Company's initial public offering was pursuant to a prospectus effective only in Canada under the auspices of the Vancouver Stock Exchange and pursuant to a registration statement filed with the British Columbia Securities Commission, under the former name Info-Stop Communications Inc..  The common shares were called for trading on the Vancouver Stock Exchange in 1986 and since the merger of the Vancouver Stock Exchange and the Alberta Stock Exchange, which resulted in the formation of the TSX Venture Exchange in November of 1999; it has traded on the TSX Venture Exchange.



Financings

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





____________________________________________________________________________________________________________________________________________________________

|Fiscal Year | Nature of Share Issuance | Number of Shares | Capital Raised
|----------- | ------------------------ | ---------------- | --------------



|2004 | Private Placement (1)                   | 1,500,000 | $525,000
|---- | --------------------------------------- | --------- | --------
|     | Exercise of Stock Options               | 175,000   | $57,750 
|     | Exercise of Share Purchase Warrants (2) | 685,714   | $315,429
|     | Exercise of Share Purchase Warrants (3) | 250,000   | $125,000
|     | Exercise of Share Purchase Warrants (3) | 100,000   | $50,000 
|     | Exercise of Share Purchase Warrants (4) | 50,000    | $21,500 
|     | Private Placement (5)                   | 999,999   | $599,999
|2005 | Private Placement (6)                   | 575,000   | $230,000
|     | Exercise of share purchase warrants (7) | 78,100    | $39,050 
|     | Exercise of share purchase warrants (8) | 396,400   | $170,452



(1)

1,500,000 common shares were issued for $0.35 per share (of which 663,900 were flow-through common shares) that provided purchasers with warrants to purchase one additional common share at a price of $0.43 per share expiring February 18, 2005.

(2)

These share purchase warrants were associated with a private placement financing which closed on April 16, 2001. 571,428 units were sold pursuant to this private placement at a price of $0.35 per share. Each unit consisted of one common share and one common share purchase warrant. Each common share purchase warrant entitled the holder to purchase one additional common share at a price of $0.46 until April 16, 2003.

(3)

These share purchase warrants were associated with a private placement financing which closed on April 23, 2001. 300,000 units were sold pursuant to this private placement at a price of $0.40 per unit. 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 $0.50 until April 22, 2003.

(4)

These share purchase warrants were associated with a private placement financing which closed on May 22, 2002. 3,135,620 units were sold at a price of $0.40 per unit. Each unit consisted of one common share and one share purchase warrant. Each warrant entitled the holder to purchase an additional share at a price of $0.50 until May 27, 2004.

(5)

This private placement consisted of the sale of 999,999 units. Each unit consisted of one flow-through share and one non-flow through share purchase warrant. Each non-flow-through share purchase warrant entitled the holder to purchase one additional common share at a price of $1.15 until December 19, 2004.

(6)

This private placement consisted of the sale of 575,000 units at a price of $0.40 per unit. Each unit consisted of one flow-through share and one non-flow through share purchase warrant. Each share purchase warrant entitled the holder to purchase one additional non-flow-through common share at a price of $0.46 until July 15, 2006.

(7)

These share purchase warrants were related to the financing described in (4) above.

(8)

These share purchase warrants were related to the financing described in (1) above.

______________________________________________________________________________

______________________________________________________________________________



Capital Expenditures

2004:

During the Fiscal Year ended February 29, 2004, the Company spent $956,652 on exploration work on its Lust Dust Property. The Company also spent an additional $5,300 on plant, property and equipment. The plant, property and equipment consisted of miscellaneous office equipment.



2005: During the Fiscal Year ended February 28, 2005, the Company spent $661,264 on exploration work on its Lust Dust Property.  The Company also spent an additional $82,743 on plant, property and equipment. The plant, property and equipment consisted of two new vehicles.





4.B.  BUSINESS OVERVIEW



Historical Corporate Development

Alpha Gold Corp. is a natural resource property exploration company in the exploration stage with no history of cash flows from operations. There is no assurance that a commercially viable mineral deposit exists on any of the Companys properties and further exploration will be necessary before a final evaluation based upon such work concludes economic and legal feasibility.



Currently the only specific governmental rules and regulations, which the Company must adhere, is that it must obtain a work permit from the British Columbia Department of Mines each year.



The Companys primary focus is on its Lustdust Property, which is located in British Columbia. The Company also holds an option to acquire a 100% interest in the Goldbanks Property, which is located in Pershing County, Nevada. Currently the Company is concentrating all of its efforts on the Lust Dust Property and no work is being carried out on the Goldbanks Property.



Exploration activity on the Lust Dust Property can only be undertaken during the spring and summer seasons because of adverse weather conditions, which occur during the fall and winter months.





Plan Of Operations



Source of Funds for the Fiscal Year ended February 29, 2005

The Companys primary source of funds since incorporation has been through the issuance of common shares and Special Warrants.  Currently the Company does not have operating revenues, and the Company does not anticipate generating any operating revenue until the Lustdust project begins production.  For the Fiscal Year ended February 20, 2005, the Company raised $439,502 from the issue of 1,049,500 common shares.



The Company had a working capital balance of $1,777,087 at 2/28/2005 and $2,225,344 at 2/29/2004.  The Company had $1,689,237 in cash and cash equivalents at 2/28/2005 and $1,934,547 at 2/29/2004.



Use of Funds for the Fiscal Year ended February 28, 2006

During the Fiscal Year ending February 28, 2006, the Company estimates that it might expend $900,000 on exploration work and general administrative expenses.



Anticipated Changes to Facilities/Employees

The Company will continue to focus its efforts on the exploration of the Lustdust property.  The Company has no plans to add any additional personnel.  Management anticipates that any property exploration efforts will be carried out by outside contractors.



United States vs. Foreign Sales/Assets

The Company generated no sales revenue during the last three years.



At 2/28/2005, 2/29/2004 and 2/28/2003: $6,900,048, $6,623,199 and $5,730,921, of the assets were located in Canada, primarily in the Lustdust property.





Material Effects of Government Regulations

The current and anticipated future operations of the Company, including further exploration and/or production activities require permits from various Canadian Federal and Provincial governmental authorities.  Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters.  Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on the Company and cause increases in capital expenditures which could result in a cessation of operations by the Company.  The Company has had no material costs related to compliance and/or permits in recent years, and anticipates no material costs in the next year.



Seasonality

Dependency upon Patents/Licenses/Contracts/Processes

Sources/Availability of Raw Materials

--- No Disclosure Necessary ---





4.C. Organization Structure

Alpha Gold Corp. was incorporated by registration of its Memorandum and Articles under the Company Act(British Columbia) on 2/25/1985 under the name Info-Stop Communications Inc.  On 9/25/1990, the Company changed its name to Alpha Gold Corp., and changed from an advertising company to a natural resources exploration company just prior to that time.  The common shares of Alpha Gold have traded on the TSX Venture Exchange since 9/20/1990.



Alpha Gold has one non-material subsidiary.



Alpha and its subsidiaries own their mining Projects outright (subject to underlying royalty obligations).



4.D.  Property, Plant and Equipment

The Companys executive offices are located 410 Donald Street, Coquitlam, British Columbia, Canada V3K 3Z8.



Lustdust Property

The Lustdust Property does not represent a producing property and the Companys current operations are an exploratory search for minable deposits of minerals.



The Company has had no revenue from mining operations on The Lustdust Property to date.



Acquisition Details

On July 15, 1989, the Company acquired its initial interest in what is now called the Lustdust Property by acquiring a 100% interest in a group of mineral claims in the Omineca Mining Division of British Columbia for cash consideration of $170,000 and allowing the vendor to retain a 3% net smelter return on any future sale of minerals.



On February 21, 1992, the Company purchased a 100% interest in its second and final major portion of land comprising what is now called the Lustdust Property. Consideration paid was $100,000 in cash and 200,000 common shares of the Company at a deemed price of $0.60 per share. The purchase was subject to a 5% net profit interest to a maximum of $100,000 and the vendor retained a 2% net smelter return royalty. (The Company retained the right to repurchase one-half of the net smelter return royalty for $500,000 cash.)



At the end of 2000 the Company filed claim to twenty additional units located on the west and north edges of the claim block.



The Companys current land holdings consist of 238 claim units and covers seventeen square miles.



Property Description

The Lustdust Property occurs at the eastern edge of a belt of Permian age, Cache Creek group, sediments and lesser volcanics. This belt, up to 30 kilometers wide, extends northwesterly and southeasterly for several hundred kilometers parallel to the Stuart-Trembleur-Takla Lake system. This package of rock units has an apparent minimum thickness of three kilometers and consists of thick, massive, but discontinuous limestone strata, overlain by a mixed assemblage of chert and agrillite with subordinate andesitic volcanics.  Tight folding along northwest-southeast axes has affected all formations and is most evident as extreme crumpling of the chert/argillite units. The sedimentary package is bounded on the east by upper Jurassic, granitoid, intrusive rocks of the Hogem batholith north of Techentlo Lake and by Upper Jurassic Takla Group marfic volcanics and sediments further south.



The dominant structural feature of the region is the Pinchi Fault Zone.  This is a major regional feature which is evident throughout much of the British Columbia interior and which, in the Lustdust Property area, forms the eastern contact of the Cache Creek belt.



Limestone and intercalcated chert/phyllite of the Cache Creek group are the most extensive rock units on the Lustdust Property.  Cache Creek rocks generally strike northwestward and dip vertically to steeply westward.  The sediments contain minor amounts of intermediate to basic tuffaceous volcanics.  Satellite stocks and dikes of the Early Jurassic Hogem Batholith crop out on the property. The intrusions are coarsely crystalline and range in composition from granodiorite to quartz monzonite.  Most of the intrusions occur north of Canyon Creek. The last intrusive event was a series of feldspar-porphyry dikes.  These dikes might be Tertiary in age and are spatially related to the Lustdust replacement and vein deposits suggesting a genetic relationship.



To date, vein and replacement mineralization on the Lustdust Property has been located in four main en echelon zones representing a discontinuous strike length of some 1200 meters. Strike direction of these zones is north to northwesterly.



Of the four economically inferred zones recognized to date management believes that there are two distinct styles of mineralization.  Zones 1 and 2 are described as structurally controlled veins while zones 3 and 4b appear as massive replacements within the sedimentary sequence.  Previous work on the property has suggested that the 3 and 4b zones may represent manto, replacement-type mineralization.  The mineralized setting and metal zoning at Lustdust is similar to large-scale hydrothermal cells associated with porphyry type environments of the North American cordillera.  These systems are commonly zoned from a central copper/molybdenum/gold core, within the intrusive, moving outward to base metal skarn replacements, gold and silver rich base metal veins and replacements, and distal epithermal gold, silver, and mercury deposits.



Location and Access

The Lustdust Property is located in the Omineca Mining Division of north-central British Columbia, NTS 93N/11W at latitude 55 34 North and 125 25 West.  The property is located approximately 210 kilometers northwest of the town of Prince George, BC and 36 km east of Takla Landing (where there is a BC rail line.)



[alphagoldform20fannual200002.jpg]





Access to the property is gained by traveling approximately 45 kilometers of paved road from Fort St. James towards Tachie Lake and then 68 kilometers along the Leo Creek Road, 56 kilometers along the Driftwood Road, approximately 20 kilometers along the Fall-Tsayta Road and 3 kilometers along the Silver Creek Road.  This comprises a total of 147 kilometers along forest service roads.



The terrain is moderate, ranging in elevation from 1000 meters to 1525 meters on the property.  Lower elevations are covered by widely spaced lodge-pole pine trees; while at elevations above 1200 meters, forest cover consists of over-mature spruce and balsam trees.  Summers are short and rainy while moderate snowfall in winters persists from late September through April/May at the higher elevations.



Previous Work

During the Year 2000, the Company spent $345,817 on exploration work on the Lustdust Property.



The Year 2000 Work Program consisted of exploratory drilling involving twenty-nine drill holes encompassing 4680 meters.



Overall, management feels that the 2000 Lustdust drilling was successful in that it encountered copper-gold mineralization. The 2000 program also indicated that copper; gold and zinc mineralization occurs within at least a 475-meter long segment of the CCSZ Zone. The drilling also showed that width and grade increases downwards and to the west and further indicates that the source of the system lies in that direction.



Virtually all of the drill holes encountered gold, silver, copper, lead and zinc mineralization as indicated in the Companys press release dated October 2, 2000.



The Companys Year 2001 Exploration Program focused on: 1) Drilling magnetic anomalies detailed in the Year 2000 Exploration Program; 2) Continued drilling of the Canyon Creek Skarn particularly in the area of the inferred Canyon Creek Fault and to depth.



The Year 2001 Exploration Program included 18 diamond drill holes totaling 5609 meters; approximately six kilometers of new roads and drill stations; detailed structural mapping and interpretations; reconnaissance mapping of areas west of the explored zone; and, detailed igneous petrography and geochemical analyses and fluid inclusion study of several intrusive and mineralization phases.



The costs associated with the Year 2001 Exploration Program were $559,064. All of these costs were associated with the work described in the preceding two paragraphs.



During its 2002 exploration program, the Company engaged in a drill program involving testing and defining a series of gold-copper and gold targets on its Lustdust Property.



Drill results from diamond drill hole 2-01 and diamond drill hole 2-02 are as follows:



Diamond drill hole 2-01 was collared at UTM coordinates 6161800 N, 0346591 E, collar azimuth 050 degrees and collar dip 56 degrees.   The borehole cuts a thick, ninety-seven meter wide, andradite-chlorite skarn body containing several mineralized zones.  Highest grade Mineralization in diamond drill hole 2-01 is associated with a strongly mineralized chalcopyrite-magnetic-chlorite (retrograde) skarn.  Over a drill indicated width of 18.75 meters (531.25 to 550.0 meters) 0.95 g/T Au, 17.1 g/T Ag and 1.62% Cu were cored.



Diamond drill hole 2-02 was collared at UTM coordinates 6161985 N, 346745 E. collar azimuth 050 degrees and collar dip 57 degrees.  The borehole cuts a thick, 114 meter wide, skarn body containing both copper and gold mineralized zones.  Highest grade gold Mineralization in diamond drill hole 2-02 is associated with a 1.0-meter (drill indicated width, 510.5  511.5 meter) massive sulphides replacement zone developed at the contact between a retrograde skarn zone and limestone.  This high sulfide replacement body assayed 61.3 g/T Au, 181 g/T Ag and 0.87% Cu.



The costs associated with the 2002 drill program were $572,000.



The 2003 drill program consisted of the following work:



1.

Systemic drilling to follow the best mineralized 2002 intercepts in the Canyon Creek Skarn Zone to depth;

2.

Systematic drilling under mineralized skarn that has not been drilled at comparable depths: and,

3.

Continued field-based exploration to further unravel the structural details of the property and find additional mineralized zones on the property.



The drilling program was designed to expand the focus of exploration beyond the Canyon Skarn area of the Lustdust Property. This program targeted gold mineralized zones in three areas, including the Number 1 Zone, the Number 3 Zone and the Canyon Skarn. The Company completed 7,908 meters of drilling in 42 boreholes. Drill results are presented on the table below with intersection widths indicated.



2003 NUMBER ONE ZONE DIAMOND DRILL ASSAYS

|DDH | From/To | Length | Gold | Silver | Lead | Zinc | Copper
|--- | ------- | ------ | ---- | ------ | ---- | ---- | ------



[alphagoldform20fannual200003.jpg]





2003 NUMBER 3 ZONE DIAMOND DRILL ASSAYS



|DDH | From/To  | Length   | Gold        | Silver      | Lead      | Zinc      | Copper   
|--- | -------- | -------- | ----------- | ----------- | --------- | --------- | ---------
|    | (meters) | (meters) | (grams/ton) | (grams/ton) | (percent) | (percent) | (percent)



[alphagoldform20fannual200004.jpg]





2003 CANYON SKARN DIAMOND DRILL ASSAYS



|DDH | From/To  | Length   | Gold        | Silver      | Lead      | Zinc      | Copper   
|--- | -------- | -------- | ----------- | ----------- | --------- | --------- | ---------
|    | (meters) | (meters) | (grams/ton) | (grams/ton) | (percent) | (percent) | (percent)



[alphagoldform20fannual200005.jpg]





The 2004 drilling program occurred between March 1, 2004 and February 28, 2005. During this time the Company completed a 21 hole, 6,010 meter diamond drilling, and soil geochemistry program.



Highlights of the this program include:



1.

The Canyon Creek Skarn Zone was extended approximately 400 meters to the north.  This extension consists of prograde and retrograde exoskarn with high pyrrhotite:pyrite ratios, high pyroxene:garnet ratios, and high-grade precious metal values.



•

Drill-hole LD04-01 returned 176.0 g/t Ag and 4.02% Pb over 1.0m from 61.2-62.2 meters.



•

Drill-hole LD04-02 returned 50.7 g/t Au over 0.6m from 244.4 to 245.0 meters



•

Drill-hole LD04-08 returned 15.35 g/t Au over 1.2m from 148.6 to 149.8 meters



•

Drill-hole LD04-13 returned 12.70 g/t Au over 1.6m from 236.1 to 237.7 meters



•

Drill-hole LD04-14 returned 378 g/t Ag over 1.3m from 245.3 to 246.6 meters



2.

The Number 3 oxide zone was extended 50 meters north of drill-hole LD03-27.



•

Drill-hole LD04-18 returned 2.23 g/t Au, 14.4 g/t Ag, and 2.75% Zn over 9.1m from 115.5 to 124.6 meters.



3.

A 450 meter long, gold-arsenic soil geochemistry anomaly was identified 300 meters east of and parallel to the Canyon Creek Skarn Zone.



Drill-hole results are summarized below.

|                            
|----------------------------
|DDH ID                      
|                            
|                            
|Canyon Creek Skarn Extension
|LD04-01                     
|LD04-01                     
|                            
|LD04-02                     
|LD04-02                     
|LD04-02                     
|                            
|LD04-08                     
|LD04-08                     
|                            
|LD04-09                     
|LD04-09                     
|LD04-09                     
|LD04-09                     
|                            
|LD04-10                     
|                            
|LD04-11                     
|LD04-11                     
|LD04-11                     
|LD04-11                     
|LD04-11                     
|                            
|                            
|LD04-12                     
|                            
|LD04-13                     
|LD04-13                     
|LD04-13                     
|                            
|LD04-14                     
|                            
|                            
|LD04-15                     
|                            
|                            
|                            
|Canyon Creek Skarn          
|                            
|                            
|LD04-04                     
|LD04-04                     
|LD04-04                     
|LD04-04                     
|LD04-04                     
|LD04-04                     
|                            
|LD04-05                     
|                            
|LD04-06                     
|LD04-06                     
|LD04-06                     
|                            
|LD04-07                     
|                            
|Number 3 Manto              
|                            
|                            
|LD04-18                     



Plans for the Period from March 1, 2005 to February 28, 2006

This exploration program will consist of a minimum of 5,000 meters of NQ diamond drilling and 1,000 meters of excavator trenching. A major focus of the program will be to test a 450 meter long coincident Au-As-Ag-Cu soil geochemistry anomaly located 300 meters east of and parallel to the Canyon Creek skarn.Past experience leading to the discovery of the Canyon Creek skarn has shown that soil geochemistry is a valuable exploration tool and this is the strongest anomaly outlined to date on the Lustdust property. Total cost of the 2005 program is estimated to be Cdn.$900,000.



The Company believes that there are no major obstacles that it will have to overcome to continue its exploration program on this property.



Goldbanks Property

The Goldbanks Property is located in Pershing County, Nevada.  The Goldbanks Property does not represent a producing property and the Company is currently not engaged in any work on it and has no immediate plans to begin work on it.



Acquisition Details

By agreement made April 30, 1994, as amended October 30, 1995 between the Company and John Kastler, the company acquired the exclusive option to acquire a 100% working interest in 25 lode claims known as the Goldbanks Property (the Goldbanks Property) located in Pershing County, Nevada. The option to purchase this property expires on October 30, 2005.  The option exercise cost of these claims is 100,000 shares of the Companys common stock.



Property Description

The mineralized area at Goldbanks is exposed over a 5,000-foot strike length with a width of 300 to 500 feet.  It is characterized by silicified and sericitized rhyolitic volcanic rocks cut by two prominent, parallel, north trending gold bearing vein zones and subordinate quartz stockworks.  Drilling and surface sampling by the Company have identified two economic segments in the presently identified structural setting.  The east vein zone carries economic values over a 2,000-foot strike length and width up to 100 feet.  The West vein zone has recognized economic values over a 1,000-foot strike length and width up to 30 feet.  Significant drill intercepts are shown below:



|Hole | Footage | Length | Au opt | Ag opt
|---- | ------- | ------ | ------ | ------
|     |         |        |        |       
|G-1  | 20-55   | 35     | 0.100  | 1.86  
|G-6  | 40-77   | 30     | 0.063  | 1.00  
|G-7  | 40-120  | 80     | 0.053  | 0.25  
|G-12 | 115-165 | 50     | 0.051  | 0.68  
|G-14 | 75-145  | 70     | 0.029  | 0.05  
|G-17 | 80-90   | 45     | 0.037  | 1.53  



Based on drilling to date, the Goldbanks Property hosts a probable geologic resource of 30,000 ounces Au equivalent, which has not been determined to be ore.



Location and Access

The Goldbanks Property is located 35 miles south of Winnemucca, Nevada, on the east flank of the East Range at the former Goldbanks town site.



Previous Work

The Company currently has no plans to engage in any exploration work in the immediate future on this property as management intends to concentrate all of its exploration efforts on The Lustdust Property.





ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the Fiscal Years Ended February 28, 2005, and February 29, 2004 should be read in conjunction with the financial statements of the Company and the notes thereto.



Overview

During the Fiscal Year ended February 28, 2003 the Company raised $1,342,498 through the sale of 3,360,620 shares.



During the Fiscal Year ended February 29, 2004 the Company raised $1,619,458 through the sale of 3,669,804 shares.



During the Fiscal Year ended February 28, 2005 the Company raised $439,502 through the sale of 1,049,500 shares.



During the Fiscal Year ended February 28, 2005 and for the preceding five fiscal years, Alpha Gold has been involved in the exploration for mineral deposits in British Columbia.



Results of Operations



The Fiscal Year Ended February 28, 2005 vs. the Fiscal Year Ended February 29, 2004

The loss for the fiscal year ended February 28, 2005 was ($230,372) or ($0.01) per share compared to ($165,687) or ($0.01) per share for the fiscal year February 29, 2004. The slightly higher net loss for the fiscal year ended February 28, 2005 as compared to the fiscal year ended February 29, 2004 was due primarily to an increase in expenses of $24,788, a decrease in the category of other income in the amount of $11,167 and a decrease in the amount of the recovery of future income taxes in the amount of $28,730.



Regarding the expenses, the most significant increase was in the category of stock based compensation. For the fiscal year ended 2/28/2005 the amount was $83,000 as compared to nil for the fiscal year ended 2/29/2004.  During the fiscal year ended 2/28/2005, the Company granted 500,000 stock options. Based on the fair values for the options granted, compensation expense of $83,000 was recorded in operations for the year.



The Company also recorded a decrease for the fiscal year ended 2/28/2005 as compared to the fiscal year ended 2/29/2004 in the category of shareholder relations in the amount of $57,419. The decrease was the result of managements decision to curtail expenses related to stock promotion in Canada. Management made this decision based in their perceived lack of Canadian investor interest in junior resource stocks.



The Company received interest on its bank deposits in the amount of $36,685 during the Fiscal Year ended February 28, 2005 as compared to interest in the amount of $50,292, which was received during the Fiscal Year ended February 29, 2004. The lower level of interest received during the Fiscal Year ended February 28, 2005 resulted from the lower cash and term deposit balance during the Fiscal Year ended February 28, 2005.



The future income tax recovery was lower in the amount of ($11,167) for the Fiscal Year ended February 28, 2005 as compared to the prior Fiscal Year. This amount was lower because of lower expenditures incurred on the properties, which caused timing differences between actual taxes payable and future income taxes.



During the Fiscal Year ended February 28, 2005, expenditures of $661,264 were made on the Companys mineral properties, which was lower than the $956,652 of expenditures made during the Fiscal Year ended February 29, 2004. These expenditures reflect a decreased amount of exploration activity at the Lustdust Property.



The Fiscal Year Ended February 29, 2004 vs. the Fiscal Year Ended February 28, 2003

The loss for the fiscal year ended February 29, 2004 was ($165,687) or ($0.01) per share compared to ($130,222) or ($0.01) per share for the fiscal year February 28, 2003. The slightly higher net loss for the fiscal year ended February 20, 2004 as compared to the fiscal year ended February 28, 2003 was due primarily to an increase in expenses of $71,084.



The major differences in expenses during the fiscal year ended February 29, 2004 as compared to the fiscal year ended February 28, 2003 were:



1.

An increase in consulting and management fees in the amount of $10,000;

2.

An increase in shareholder relations in the amount of $42,936; and,

3.

An increase in professional fees in the amount of $10,697.



The Company received interest on its bank deposits in the amount of $50,292 during the Fiscal Year ended February 29, 2004 as compared to interest in the amount of $39,032 which was received during the Fiscal Year ended February 28, 2003. The higher level of interest received during the Fiscal Year ended February 29, 2004 resulted from the higher cash and term deposit balance during the Fiscal Year ended February 29, 2004.



The future income tax recovery was also higher in the amount of ($27,351) for the Fiscal Year ended February 29, 2004 as compared to the prior Fiscal Year. This amount was greater because of additional expenditures incurred on the properties, which caused timing differences between actual taxes payable and future income taxes.



During the Fiscal Year ended February 29, 2004, expenditures of $956,652 were made on the Companys mineral properties, which was higher than the $634,241 of expenditures made during the Fiscal Year ended February 28, 2003. These expenditures reflect an increased amount of exploration activity at the Lustdust Property.



The Fiscal Year ended February 28, 2003 vs. the Fiscal Year Ended February 28, 2002

The loss for the Fiscal Year ended February 28, 2003 was ($130,222) or ($0.01) per share compared to ($142,936) or ($0.01) per share for the Fiscal Year ended February 28, 2002. The slightly higher net loss for the Fiscal Year ended February 28, 2002 as compared to the Fiscal Year ended February 28, 2003 was due primarily to a recovery in Future Income Taxes in the amount of ($23,981) which occurred for the Fiscal Year ended February 28, 2003. This resulted from the fact that there were additional expenditures incurred on the properties, which caused timing differences between actual taxes payable and future income taxes.



During the Fiscal Year ended February 28, 2003, expenditures of $634,241 were made on the Companys mineral properties, which was slightly higher than the $610,558 of expenditures made in the Fiscal Year ended February 28, 2002. These expenditures reflect a slightly increased amount of exploration activity at the Lustdust Property occurring during the period ended February 28, 2003 as compared to the year ended February 28, 2002.



Liquidity and Capital Resources



The Fiscal Year Ended February 28, 2005

The working capital of the Company at February 28, 2005 was $1,777,087 as compared to $2,225,344 at February 29, 2004. The Company continued to have no long-term debt at February 28, 2005.



Cash provided in the Twelve Months Ended February 28, 2005 by Operating Activities totaled ($59,195) including the net loss of ($230,372). The two significant adjustments not affecting cash during the year were amortization in the amount of $23,895 and the future income tax recovery in the amount of ($22,602). The future income tax recovery resulted from the fact that there were additional expenditures incurred on the properties, which caused timing differences between actual taxes payable and future income taxes.



Cash Used in Twelve Months Ended February 28, 2005 Investing Activities totaled ($744,007), consisting primarily of items related to mineral properties.



Cash Provided by Twelve Months Ended February 28, 2005 Financing Activities totaled $439,502 consisting of the issuance of common stock as described earlier.



The Fiscal Year Ended February 29, 2004

The working capital of the Company at February 29, 2004 was $2,225,344 as compared to $2,276,430 at February 28, 2003. The Company continued to have no long-term debt at February 29, 2004.



Cash Used in the Twelve Months Ended February 29, 2004 Operating Activities totaled ($346,873) including the net loss of ($165,687). The two significant adjustments not affecting cash during the year were amortization in the amount of $14,562 and the future income tax recovery in the amount of ($51,332). The future income tax recovery resulted from the fact that there were additional expenditures incurred on the properties, which caused timing differences between actual taxes payable and future income taxes.



Cash Used in Twelve Months Ended February 29, 2004 Investing Activities totaled ($961,952), consisting primarily of items related to mineral properties.



Cash Provided by Twelve Months Ended February 28, 2003 Financing Activities totaled $1,113,323 consisting of the issuance of common stock as described earlier.



US GAAP Reconciliation

U.S. GAAP requires that exploration and general and administrative costs related to projects be charged to expense as incurred.  As such, some of the costs accounted for as deferred mineral acquisition and exploration expenditures under Canadian GAAP would have been charged to earnings under U.S. GAAP.  Property acquisition costs are capitalized under both Canadian and U.S. GAAP.



Under Canadian G.A.A.P., mineral property costs are capitalized if an enterprise considers such costs have the characteristics of property, plant and equipment. An enterprise applies the method of accounting for exploration costs that it considers to be appropriate to its operations and applies the method consistently to all its properties. (C.I.C.A. Handbook Section 3061.21)



A mining enterprise that has not established mineral reserves objectively, and therefore, does not have a basis for preparing a projection of the estimated future net cash flows from the property is not precluded from considering exploration costs to have the characteristics of property plant and equipment. (C.I.C.A. Emerging Issues Committee, EIC-126)



In general, exploration and capitalized mineral property costs are expenses under Canadian G.A.A.P. when:

1. exploration activities have ceased;

2. exploration results are not promising such that exploration will not be planned for the foreseeable future;

3. lease ownership rights have expired;

4. or insufficient funding is available to complete the exploration program.



The accounting policy disclosures as required by Canadian G.A.A.P. are described in Note 2 to the financial statements.



Variation in Operating Results

The Company is presently exploring its properties for sufficient reserves to justify production.  None of its properties are yet in production and consequently, the properties do not produce any revenue.  As a result there is little variation expected in operating results from year to year and little is to be expected until such time, if any, as a production decision is made on one of its properties.



The Company derives interest income on its bank deposits, which depend on the Company's ability to raise funds.



Management periodically through the exploration process, reviews results both internally and externally through mining related professionals.  Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs.  There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.



The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP except as noted in Footnote 10 to the financial statements.  The value of the U.S. Dollar in relationship to the Canadian Dollar was 1.23 as of February 28, 2005.



The Company has financed its activities through the distribution of equity capital.  The timing of such distributions was dependent on the requirements of the Company and the economic climate.  The Company anticipates having to raise additional funds by equity issuance in the next several years, as the Company does not expect to generate material revenue from mining operations or to achieve self-sustaining commercial mining operations for several years.



5.E.  Off-Balance Sheet Arrangements.

5.F.  Tabular disclosure of contractual obligations.

--- No Disclosure Necessary ---





ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES



6.A.  Directors and Senior Management

Table No. 3 lists as of February 28, 2005, the names of the Directors and Senior Management of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  The Senior Management serves at the pleasure of the Board of Directors.  Senior Management are citizens and residents of Canada.  All Directors are residents and citizens of Canada, except Paul Mattinen who is a resident and citizen of the United States.



Table No. 3

Directors and Senior Management

2/29/2004

______________________________________________________________________________

______________________________________________________________________________



|Name                    | Position           | Age | Date of
First
Election or
Appointment
|----------------------- | ------------------ | --- | -------------------------------------
|                        |                    |     |                                      
|George Whatley (1) (2)  | President/Director | 68  | 11/8/1995                            
|Richard Whatley (1) (3) | Secretary/Director | 46  | 12/14/1989                           
|Carl Pines              | Director           | 57  | 10/29/1999                           
|Kenneth Arthurs         | Director           | 70  | 8/18/1998                            
|Paul Mattinen (1)       | Director           | 58  | 8/20/1997                            



------------------------------------------------------------------------------

(1)  Member of Audit Committee.

(2)  He spends 100% of his time on the affairs of the Company.

(3)  He spends 25% of his time on the affairs of the Company.

____________________________________________________________________________________________________________________________________________________________





George Whatleyhas been the President of the Company since 1990. Prior to that, from 1970 to 1990, he was the owner of Gibbs Nortac Industries, a private manufacturer and supplier of fishing lours. From 1963 to 1970 he was a self-employed exploration consultant.



Richard Whatley, P.Engis a self-employed chemical and environmental engineer. He received his Bachelor of Science degree in Chemical Engineering from the University of British Columbia and his Master of Science degree in Biomedical Engineering from the University of British Columbia.



Carl Pinesis a lawyer with the firm Pines, McIntyre & Shrieves



Paul Mattinen, P.Engis an Independent Consulting Geologist. Prior to joining the Company as a member of the Board of Directors he was employed by Falconbridge Mining Company where he was in charge of its mining operations in the state of Nevada.



Kenneth Arthurs is a self-employed businessperson who from 1952 until 1979 was employed by IBM Canada as a Branch Manager. From 1979 until 1999 he owned a medical supply company in Canada called Kens Medical Supplies, which he managed.





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



The Senior Management serves at the pleasure of the Board of Directors.



Despite the Companys Senior Management spending material portions of their time on businesses other than the Company, the Company believes that they devote sufficient time to the Company to properly carry out their duties.



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



There are no family relationships between any two or more Directors or Senior Management other than the fact that Richard Whatley is the son of George Whatley who is the President of the Company.



There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.



6.B.  Compensation





|                                             |      |        |       |                           |                                       | Long-Term
Compensation                      |              |                
|-------------------------------------------- | ---- | ------ | ----- | ------------------------- | ------------------------------------- | ------------------------------------------- | ------------ | ---------------
|                                             |      |        |       |                           |                                       |                                             |              |                
|                                             |      |        |       | Annual Compensation       |                                       | Awards                                      | Payouts      |                
|                                             |      |        |       |                           |                                       |                                             |              |                
|Name and Principal  Position                 | Year | Salary | Bonus | Other Annual Compensation | Securities Under Options/SARs Granted | Restricted Shares or Restricted Share Units | LTIP Payouts | All Other Comp.
|                                             |      |        |       |                           |                                       |                                             |              |                
|George Whatley, President and Director       | 2005 | Nil    | Nil   | $76,800 (1)               | 400,000                               | Nil                                         | Nil          | Nil            
|                                             | 2004 | Nil    | Nil   | $84,100 (2)               | Nil                                   | Nil                                         | Nil          | Nil            
|                                             | 2003 | Nil    | Nil   | $74,700(3)                | 400,000                               | Nil                                         | Nil          | Nil            
|                                             |      |        |       |                           |                                       |                                             |              |                
|Richard Whatley, CFO, Secretary and Director | 2005 | Nil    | Nil   | $59,000 (4)               | 300,000                               | Nil                                         | Nil          | Nil            
|                                             | 2004 | Nil    | Nil   | $62,000 (4)               | Nil                                   | Nil                                         | Nil          | Nil            
|                                             | 2003 | Nil    | Nil   | $45,000 (4)               | 200,000 (5)                           | Nil                                         | Nil          | Nil            



(1)

In fiscal 2005 George Whatley received $60,000 as a fee for administration of the Companys affairs, $12,000 as a fee to manage and supervise the drilling program and $4,800 as a car allowance.

(2)

George Whatley received $60,000 as a fee for administration of the Companys affairs, $20,500 as a fee to manage and supervise the drilling program and $3,600 as a car allowance.

(3)

George Whatley received $40,000 as a fee for administration of the Companys affairs and $31,500 as a fee to set up and manage the drilling program and for supervision of the drilling program.

(4)

Richard Whatley received these funds for engineering and survey services.



Director Compensation.

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



Stock Options.

The Company grants stock options to Directors, Senior Management and employees.  Refer to ITEM #6.E., "Share Ownership" and Table No. 5 for information about stock options outstanding.



Change of Control Remuneration.

The Company had no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Company in Fiscal 2002 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$60,000 per Senior Management.



Other Compensation.

No Senior Management/Director received other compensation in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Senior Management/Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.



Bonus/Profit Sharing/Non-Cash Compensation.

Except for the stock option program discussed in ITEM #6.E., the Company had no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's Directors or Senior Management.



Pension/Retirement Benefits.

No funds were set aside or accrued by the Company during the Fiscal Year ended February 29, 2004 to provide pension, retirement or similar benefits for Directors or Senior Management.



6.C.  Board Practices



6.C.1.  Terms of Office.  Refer to ITEM 6.A.1.

6.C.2.  Directors Service Contracts.  --- No Disclosure Necessary ---

6.C.3.  Board of Director Committees.

The Company has an Audit Committee, which recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Companys audits, the Companys internal accounting controls, and the professional services furnished by the independent auditors to the Company.  The current members of the Audit Committee are: Richard Whatley, George Whatley and Paul Mattinen.



6.D.  Employees

As of February 28, 2005, the Company retained, in addition to its Senior Management, one administrative person at its head office in Coquitlam, British Columbia. As required, the Company also retains geologists, engineers, geophysicists and other consultants on a per diem basis.  The Company has not experienced, and does not expect to experience, significant difficulty in attracting and retaining qualified personnel.



6.E.  Share Ownership

Table No. 4 lists, as of February 28, 2005, Directors and Senior Management who beneficially own the Company's voting securities, consisting solely of common shares, and the amount of the Company's voting securities owned by the Directors and Senior Management as a group.



Table No. 4

Shareholdings of Directors and Senior Management

Shareholdings of 5% Shareholders

______________________________________________________________________________

______________________________________________________________________________

|Title
of
Class | Name of Beneficial Owner              | Amount and Nature
of Beneficial
Ownership | Percent
of Class#
|-------------- | ------------------------------------- | ----------------------------------------- | -----------------
|               |                                       |                                           |                  
|Common         | George Whatley (1)                    | 1,659,850                                 | 7%               
|Common         | Richard G. Whatley (2)                | 535,000                                   | 3%               
|Common         | Paul R. Mattinen (3)                  | 70,000                                    | <1%              
|Common         | Kenneth E. Arthurs (4)                | 147,000                                   | <1%              
|Common         | Carl Pines (5)                        | 350,000                                   | 2%               
|               | Total Directors/Management 5% Holders | 2,761,850                                 | 12%              



------------------------------------------------------------------------------

(1)

Of these shares 400,000 represent currently exercisable share purchase options.

(2)

Of these shares 300,000 represent currently exercisable share purchase options.

(3)

Of these shares 50,000 represent currently exercisable share purchase options.

(4)

Of these shares 50,000 represent currently exercisable share purchase options.

(5)

Of these shares 50,000 represent currently exercisable share purchase options.



# Based on 24,451,684 shares outstanding as of February 28, 2005.

______________________________________________________________________________

______________________________________________________________________________





Stock Options

The terms of incentive options grantable by the Company are done in accordance with the rules and policies of the TSX Venture Exchange and the British Columbia Securities Commission, including the number of common shares under option, the exercise price and expiry date of such options, and any amendments thereto.



Such terms and conditions, including the pricing of the options, expiry and the eligibility of personnel for such stock options; and are described below.



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



Stock options for up to 10% of the number of issued and outstanding common shares may be granted from time to time, provided that stock options in favor of any one individual may not exceed 5% of the issued and outstanding common shares.  No stock option granted under the stock option program is transferable by the optionee other than by will or the laws of descent and distribution, and each stock option is exercisable during the lifetime of the optionee only by such optionee.



The exercise prices for stock options are determined in accordance with TSX Venture Exchange guidelines and reflect the average closing price of the Registrant's common shares immediately preceding the day on which the Directors grant and publicly announce the stock options (subject to an regulatory-acceptable discount), and/or at a price no lower than $0.10 exercise price per share; and the maximum term of each stock option may not exceed five years.



The names and titles of the Directors/Executive Officers of the Company to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in Table No. 5 as of 2/29/04, as well as the number of options granted to Directors and all employees as a group.



Table No. 5

Stock Options Outstanding

______________________________________________________________________________

______________________________________________________________________________

|Name                        | Number of Common Shares | Cdn$ Exer. Price | Grant Date | Expiration Date
|--------------------------- | ----------------------- | ---------------- | ---------- | ---------------
|                            |                         |                  |            |                
|George Whatley              | 400,000                 | $0.40            | 4/25/2002  | 4/25/2004      
|Richard Whatley             | 200,000                 | $0.40            | 4/25/2002  | 4/25/2004      
|                            | 100,000                 | $0.40            | 1/26/2005  | 1/26/2010      
|Carl Pines                  | 50,000                  | $0.40            | 4/25/2002  | 4/25/2004      
|Kenneth E. Arthurs          | 50,000                  | $0.40            | 4/25/2002  | 4/25/2004      
|Paul R. Mattinen            | 50,000                  | $0.40            | 4/25/2002  | 4/25/2004      
|Natalie Whatley             | 300,000                 | $0.50            | 6/07/2002  | 6/07/2005      
|                            | 400,000                 | $0.40            | 1/26/2005  | 1/26/2010      
|                            |                         |                  |            |                
|Total Officers/Directors    | 850,000                 |                  |            |                
|Total Employees/Consultants | 700,000                 |                  |            |                
|                            |                         |                  |            |                
|Total Options Outstanding   | 1,550,000               |                  |            |                



______________________________________________________________________________

______________________________________________________________________________





ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



7.A.  Major Shareholders.



7.A.1.a.  Holdings By Major Shareholders.

Refer to ITEM #6.E and Table No. 4.



7.A.1.b.  Significant Changes in Major Shareholders Holdings.

---No Disclosure Required---__________________________________________________





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



7.A.2.  Canadian Share Ownership.

On 2/28/2005, the Companys shareholders list showed 24,451,684 common shares outstanding and The Company has researched the indirect holding by depository institutions and other financial institutions estimates that there are in excess of 300 the beneficial owners of its common shares.



7.A.3.  Control of Company.

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



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



7.B.  Related Party Transactions

During the Fiscal Year ended February 28, 2005, the Company paid George Whatley, the President and a Director of the Company, $60,000 for administration of the Companys affairs; $12,000 as a fee to manage and supervise the drilling program; and, $4,800 as a car allowance. The Company also paid Richard Whatley, the Secretary and a Director of the Company $59,000 for engineering and survey services. Natalie Whatley, the wife of the President of the Company, was also paid $8,050 for secretarial and booking services.





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



ITEM 8.  FINANCIAL INFORMATION



8.A.  Consolidated Statements and Other Financial Information

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.



The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit reports of MacKay LLP, independent Chartered Accountants, are included herein immediately preceding the financial statements.



8.A.7.  Legal/Arbitration Proceedings

The Directors and the management of the Company do not know of any material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.



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



8.B.  Significant Changes

No significant change has occurred since the date of the annual financial statements, and/or since the date of the most recent interim financial statements.





ITEM 9.  THE OFFER AND LISTING



9.A.  Common Share Trading Information

The Company's common shares began trading on the Vancouver Stock Exchange in Vancouver, British Columbia, Canada, under its former name Info-Stop Communications Inc. on 01/01/1988.  The Company's common shares presently trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada, under the symbol "ALQ".  The CUSIP number is #02073D.



Table No. 6 lists the high and low sales prices on the TSX Venture Exchange (formerly the Canadian Venture Exchange) for the five most recent financial years, the two most recent financial years by quarter end and the most recent six months for the Company's common shares.





Table No. 6

TSX Venture Exchange

Common Shares Trading Activity

______________________________________________________________________________

_____________________________________________________________________________

|                          | HIGH  | LOW  
|------------------------- | ----- | -----
|                          |       |      
|Fiscal Year Ended 2/28/05 | $0.62 | $0.41
|Fiscal Year Ended 2/29/04 | $0.85 | $0.43
|Fiscal Year Ended 2/28/03 | $0.79 | $0.30
|Fiscal Year Ended 2/28/02 | $0.75 | $0.27
|Fiscal Year Ended 2/28/01 | $0.71 | $0.25
|                          |       |      
|Quarter Ended 2/28/05     | $0.51 | $0.41
|Quarter Ended 11/30/04    | $0.57 | $0.43
|Quarter Ended 8/31/04     | $0.57 | $0.45
|Quarter Ended 5/31/04     | $0.62 | $0.43
|                          |       |      
|Quarter Ended 2/28/04     | $0.66 | $0.46
|Quarter Ended 11/30/03    | $0.73 | $0.55
|Quarter Ended 8/31/03     | $0.68 | $0.47
|Quarter Ended 5/31/03     | $0.55 | $0.43
|                          |       |      
|                          |       |      
|February 2005             | $0.50 | $0.41
|January 2005              | $0.51 | $0.42
|December 2004             | $0.50 | $0.42
|November 2004             | $0.54 | $0.43
|October 2004              | $0.55 | $0.45
|September 2004            | $0.57 | $0.45

______________________________________________________________________________

______________________________________________________________________________





The TSX Venture Exchange

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



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



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



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



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



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



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



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



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



9.A.5.  Common Share Description



Registrar/Common Shares Outstanding/Shareholders

The Company's common shares are issued in registered form and the following information is taken from the records of Pacific Corporate Trust Company (located in Vancouver, British Columbia, Canada), the registrar and transfer agent for the common shares.



Common Share Description

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



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



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



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



Stock Options

Refer to ITEM 6.E. and Table No. 5 for additional information.



Share Purchase Warrants

Table No. 7 lists, as of 2/28/2005, share purchase warrants outstanding, the date the share purchase warrants were issued, the exercise price, and the expiration date of the share purchase warrants.



Table No. 7

Share Purchase Warrants Outstanding

______________________________________________________________________________

______________________________________________________________________________

|Effective
Date of
Issuance | Number of
Share
Purchase
Warrants
Originally
Issued | Number of
Share
Purchase
Warrants
Still
Outstanding | Exercise Price
Year #1 | Exercise
Price
Year #2 | Expiration
Date of
Share
Purchase
Warrants
|-------------------------- | --------------------------------------------------- | --------------------------------------------------- | ---------------------- | ---------------------- | ------------------------------------------
|                           |                                                     |                                                     |                        |                        |                                           
|7/26/2004                  | 575,000                                             | 575,000                                             | $0.46                  | $0.46                  | 7/15/2006                                 





9.A.6.  Differing Rights

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

9.A.7.b.  Convertible Securities/Warrants

--- No Disclosure Necessary ---



9.C.  Stock Exchanges Identified

The common shares trade on the TSX Venture Exchange in Toronto, Ontario.

Refer to ITEM #9.A.4.





ITEM 10.  ADDITIONAL INFORMATION



10.A.  Share Capital



10.A.1.  Authorized/Issued Capital.

There are 100,000,000 common shares, without par value, authorized.  As of February 28, 2005 there were 24,451,684 common shares issued and outstanding.



10.A.2.  Shares Not Representing Capital.

10.A.3.  Shares Held By Company.

--- No Disclosure Necessary ---



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

10.A.5.  Stock Options/Share Purchase Warrants

--- Refer to Table No. 5 and Table No. 7. ---



10.A.6.  History of Share Capital

The Company has financed its operations through funds raised in public/private placements of common shares and Special Warrants; and shares issued upon conversion of Special Warrants.



During the fiscal year ended February 28, 1997, the Company issued 959,000 shares.  Of these shares, 700,000 were issued for cash at a price of $0.24 with net proceeds to the Company of 170,744; 209,000 were issued upon the exercise of share purchase options at a price of $0.35 with net proceeds to the Company of $73,150; and, 50,000 were issued in exchange for an interest in a mineral property at a deemed price of $0.50 per share.



During the fiscal year ended February 28, 1998, the Company issued 387,000 shares for cash at a price of $0.68 per share with net proceeds to the Company of $263,160.



The Company issued no shares for the fiscal year ended February 28, 1999.



During the fiscal year ended February 28, 2000, the Company issued 1,853,356 common shares for net proceeds of $618,591.  384,832 of these shares were issued at a price of $0.30 per share; 1,455,909 of these shares were issued at a price of $0.33 per share; and, 12,615 of these shares were issued at a price of $0.33 per share.



During the fiscal year ended February 28, 2001, the Company issued 3,788,266 common shares for net proceeds of $1,223,802. 1,444,660 of these shares were issued at a price of $0.35 per share; 1,400,000 of these shares were issued at a price of $0.30 per share; and, 943,606 of these shares were issued at a price of $0.33.



During the fiscal year ended February 28, 2002, the Company issued 2,796,428 common shares for net proceeds of $963,250. 1,025,000 of these shares were flow-through common shares, which were part of a unit, which sold for $0.33 per unit. Each unit consisted of one flow-through share and one warrant which enabled the holder to purchase one additional flow-through share at a price of $0.44 for a period of one year. 971,428 shares were issued at a price of $0.35 per share (of which 400,000 were flow-through shares) that provided purchasers with warrants to purchase a like number of shares at $0.46 each for a period of two years.  300,000 shares were issued during the year at a price of $0.40 per share (of which 50,000 were flow-through shares) that provided purchasers with warrants to purchase a like number of shares at $0.50 each for a period of two years. Lastly, 500,000 shares were issued during the year at $0.33 per share due to the exercise of share purchase options.



During the fiscal year ended February 28, 2003, the Company issued 3,360,620 common shares for net proceeds of $1,342,498. 900,000 of these shares were flow-through common shares, which were part of a unit, which sold for $0.40 per unit.  Each unit consisted of one flow-through common share and one warrant which enabled the holder to purchase one additional flow-through share at a price of $0.50 for a period of one year expiring August 12, 2004. The remaining 2,235,620 units consisted of one common share and one common share purchase warrant.  The remaining units also sold for $0.40 per unit and the warrants allow the holder to purchase an additional common share for $0.50 for a period of one year expiring August 12, 2004. 200,000 common shares were issued for $0.40 per share pursuant to the exercise of share purchase warrants from a prior year share issue. (The remainder of the warrants relating to this earlier issue have since expired.) 25,000 common shares were also issued at $0.33 per share due to the exercise of share purchase options granted to management.



During the fiscal year ended February 29, 2004, the Company issued the following shares:



1,500,000 common shares were issued for $0.35 per share (of which 663,900 were flow-through common shares) that provided purchasers with warrants to purchase one additional common share at a price of $0.43 per share expiring February 18, 2005.



685,714 shares were issued pursuant to the exercise of share purchase warrants. These share purchase warrants were associated with a private placement financing which closed on April 16, 2001. 571,428 units were sold pursuant to this private placement at a price of $0.35 per share. Each unit consisted of one common share and one common share purchase warrant. Each common share purchase warrant entitled the holder to purchase one additional common share at a price of $0.46 until April 16, 2003.



350,000 shares were issued pursuant to the exercise of other share purchase warrants. These share purchase warrants were associated with a private placement financing which closed on April 23, 2001. 300,000 units were sold pursuant to this private placement at a price of $0.40 per unit. 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 $0.50 until April 22, 2003.



50,000 shares were issued pursuant to the exercise of other share purchase warrants. These share purchase warrants were associated with a private placement financing which closed on May 22, 2002. 3,135,620 units were sold at a price of $0.40 per unit. Each unit consisted of one common share and one share purchase warrant. Each warrant entitled the holder to purchase an additional share at a price of $0.50 until May 27, 2004.



This private placement consisted of the sale of 999,999 units. Each unit consisted of one flow-through share and one non-flow through share purchase warrant. Each non-flow-through share purchase warrant entitled the holder to purchase one additional common share at a price of $1.15 until December 19, 2004.



During the fiscal year ended February 28, 2005 the Company issued the following shares:



On July 26, 2004, the Company announced that it had closed a private placement financing which consisted of the sale of 575,000 units at a price of $0.40 per unit. Each unit consisted of one flow-through share and one non-flow-through share purchase warrant. Each non-flow-through share purchase warrant entitled the holder to purchase one common share at a price of $0.46 until July 15, 2006.



During the fiscal year ended February 28, 2005, the Company also issued 474,500 shares pursuant to the exercise of share purchase warrants associated with earlier private placements. The details of these issuances are disclosed in ITEM 4. INFORMATION ON THE COMPANY, FINANCINGS.





10.A.7.  Resolutions/Authorizations/Approvals

--- No Disclosure Necessary ---



10.B.  Memorandum and Articles of Association



Objects and Purposes

The Articles of Incorporation place no restrictions upon the type of business that the Company may engage in.



10.B.2.  Directors



Disclosure of Interest of Directors/Officers

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





Borrowing Power

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

(a)

borrow money in a manner and amount, on any security, from any source and upon any terms and conditions;

(b)

issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person; and

(c)

mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets, of the Company (both present and future).



Director Retirement

Neither the Companys memorandum/ articles/by-laws nor British Columbia law requires retirement or non-retirement of directors under an age limit requirement.



Director Stock Ownership

Neither the Companys memorandum/ articles/by-laws nor British Columbia law requires share ownership by directors.





10.B.3.  Rights, Preferences, Restrictions of Common Shares



Voting Rights

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



Rights in event of liquidation

Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.



Rights to Share in Profits

Redemption Provisions

Sinking Fund Provisions

Liability to Further Capital Calls

Discriminatory Rights Against Significant Shareholders

The Companys articles/by-laws do not address these issues.  Accordingly, British Columbia law and any exchange upon which the common shares trade govern the shareholders rights regarding these issues.





10.B.4.  Modification of Rights of Shareholders

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



A Special Shareholders meeting can only alter the rights of holders of the Companys stock.



Special Resolution

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



a. Transferring the Company's jurisdiction from British Columbia to another jurisdiction;

b. Giving financial assistance under certain circumstances;

c. Certain conflicts of interest by Directors;

d. Disposing of all/substantially all of Company's undertakings;

e. Removing Director before expiration of his term of office;

f. Certain alterations of share capital;

g. Changing the Company name;

h. Altering any restrictions on the Company's business; and

i. Certain reorganizations of the Company.



10.B.5.  Annual Meetings, Special Meetings, Section 9 of the Articles

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



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



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



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



There are no limitations on the rights to own securities.



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



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



10.B.6.  Limitations on Rights to Own Shares

The Company is unaware of any limitations on the rights to own securities, including those of non-resident or foreign shareholders.



10.B.7.  Change of Control of Company

There are no provisions of the Companys articles of association, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company.





10.B.8.  Disclosure of Share Ownership

Although not expressly enumerated in the Articles/By-Laws, pursuant to Canadian regulations, any shareholder who owns more than 10% of the Companys common shares must disclose shareholder ownership.





10.C.  Material Contracts   --- No Disclosure Necessary ---





10.D.  Exchange Controls

Except as discussed in ITEM #9, the Company is not aware of any Canadian federal or provincial laws, decrees, or regulations that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-Canadian holders of the common shares.  There are no limitations on the right of non-Canadian owners to hold or vote the common shares imposed by Canadian federal or provincial law or by the charter or other constituent documents of the Company.



The Investment Canada Act(the "IC Act") governs acquisitions of Canadian business by a non-Canadian person or entity. The IC Actrequires a non-Canadian (as defined in the IC Act) making an investment to acquire control of a Canadian business, the gross assets of which exceed certain defined threshold levels, to file an application for review with the Investment Review Division of Industry Canada.  The IC Actprovides, among other things, for a review of an investment in the event of acquisition of "control" in certain Canadian businesses in the following circumstances:



1. If the investor is a non-Canadian and is a national of a country belonging to the North American Free Trade Agreement ("NAFTA") and/or the World Trade Organization ("WTO") ("NAFTA or WTO National"), any direct acquisition having an asset value exceeding $179,000,000 is reviewable. This amount is subject to an annual adjustment on the basis of a prescribed formula in the IC Actto reflect inflation and real growth within Canada.  This threshold level does not apply in certain sections of Canadian industry, such as uranium, financial services (except insurance), transportation services and cultural services (i.e. the publication, distribution or sale of books, magazines, periodicals (other than printing or typesetting businesses), music in print or machine readable form, radio, television, cable and satellite services; the publication, distribution, sale or exhibition of film or video recordings on audio or video music recordings), to which lower thresholds as prescribed in the IC Actare applicable.



2. If the investor is a non-Canadian and is not a NAFTA or WTO National, any direct acquisition having an asset value exceeding $5,000,000 and any indirect acquisition having an asset value exceeding $50,000,000 is reviewable.



3. If the investor is a non-Canadian and is NAFTA or WTO National, an indirect acquisition of control is reviewable if the value of the assets of the business located in Canada represents more than 50% of the asset value of the transaction or the business is involved in uranium, financial services, transportation services or cultural services (as set forth above).

Finally, certain transactions prescribed in the IC Actare exempted from review altogether.



In the context of the Company, in essence, three methods of acquiring control of a Canadian business are regulated by the IC Act: (i) the acquisition of all or substantially all of the assets used in carrying on business in Canada; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on business in Canada; or (iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on business in Canada.



An acquisition of a majority of the voting shares of a Canadian entity, including a corporation, is deemed to be an acquisition of control under the IC Act.  However, under the IC Act, there is a rebuttable presumption that control is acquired if a non-Canadian person or entity holds one-third of the voting shares of a Canadian corporation or an equivalent undivided interest in the voting shares of such corporation.  An acquisition of less than one-third of the voting shares of a Canadian corporation is deemed not to be an acquisition of control.  An acquisition of less than a majority, but one-third or more, of the voting shares of a Canadian corporation is presumed to be an acquisition of control unless it can be established that, on the acquisition, the Canadian corporation is not, in fact, controlled by the acquirer through the ownership of voting shares. For partnerships, trusts, joint ventures or other unincorporated Canadian entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control.



In addition, if a Canadian corporation is controlled by a non-Canadian, the acquisition of control of any other Canadian corporation by such corporation may be subject to the prior approval of the Investment Review Division, unless it can be established that the Canadian corporation is not in fact controlled by the acquirer through the ownership of voting shares.



Where an investment is reviewable under the IC Act, the investment may not be implemented unless it is likely to be of net benefit to Canada.  If an applicant is unable to satisfy the Minister responsible for Industry Canada that the investment is likely to be of net benefit to Canada, the applicant may not proceed with the investment.  Alternatively, an acquirer may be required to divest control of the Canadian business that is the subject of the investment.



In addition to the foregoing, the IC Actprovides for formal notification under the IC Actof all other acquisitions of control by Canadian businesses by non-Canadian investors.  The notification process consists of filing a notification within 30 days following the implementation of an investment, which notification is for information, as opposed to review, purposes.



10.E.  Taxation

The following summary of the material Canadian federal income tax consequences generally applicable in respect of the common stock reflects the Companys opinion.  The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holders particular circumstances.  This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arms length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada.  Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.



This summary is based upon the provisions of the Income Tax Act of Canada and the regulations there under (collectively, the "Tax Act" or ITA)and the Canada-United States Tax Convention (the Tax Convention) as at the date of the Registration Statement and the current administrative practices of Canada Customs and Revenue Agency.  This summary does not take into account provincial income tax consequences.



Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.



Canadian Federal Income Tax Considerations

The summary below is restricted to the case of a holder (a Holder) of one or more common shares (Common Shares) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arms length with the Company.



Dividends

A Holder will be subject to Canadian withholding tax (Part XIII Tax) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.



Disposition of Common Shares

A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted taxable Canadian property as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arms length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.



A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.



A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include three quarters (two thirds for dispositions after February 27, 2000 and before October 18, 2000 and one half after October 18, 2000) of the capital gain (taxable capital gain) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct three quarters (two thirds for disposition after February 27, 2000) of any capital loss (allowable capital loss) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.



United States Taxation

The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.



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, possible on a retroactive basis, at any time.  In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation, which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to the U.S. federal income tax consequences to any such holder or prospective holder is made. Management urges holders and prospective holders of common shares of the Company to 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) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in 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 special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a functional currency other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, 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. 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.



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 United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holders United States Federal taxable income by those individuals 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. Dividend income will be taxed at marginal tax rates applicable to ordinary income while 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 of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.



Dividends paid on the common shares of the Company will not generally 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 may, under certain circumstances, be entitled to a 70% 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) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company.  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. 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.



Foreign Tax Credit

For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.



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 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 income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the 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/her 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.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and  management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.



Other Considerations

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



Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Companys outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Companys gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a foreign personal holding company.  In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.



The Company does not believe that it currently has the status of 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 are held, 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), 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 might 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 of the Company to be treated as ordinary income rather than capital gains.



Passive Foreign Investment Company

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (PFIC), as defined in Section 1297 of the Code, depending upon the percentage of the Companys income which is passive, or the percentage of the Companys assets which is held for the purpose of producing passive income.



The management of the Registrant believes that the Company is not a PFIC. Additionally, the Company believes that the anticipated development of its business would not include any activities, which would cause the Company to fall under the criteria of a Passive Foreign Investment Company.  However, there can be no assurance that the Companys determination concerning its PFIC status will not be challenged by the IRS, or that it will be able to satisfy record-keeping requirements, which will be imposed of QEFs.



Certain United States income tax legislation contains rules governing PFICs which can have significant tax effects on U.S. shareholders of foreign corporations.  These rules do not apply to non-U.S. shareholders.  Section 1297 (a) 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 company 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.  The taxation of a US shareholder who owns stock in a PFIC is extremely complex and is therefore beyond the scope of this discussion.  Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.



Controlled Foreign Corporation

A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporations tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a controlled foreign corporation 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 Corporation 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 (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was controlled) 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 the 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. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.



The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holders federal income tax liability.



Filing Information Returns

Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.



10.G.  Statement by Experts

The selected financial data of the Company for the Fiscal Year ended February 20, 200 4
 were derived from the financial statements of the Company that have been audited by MacKay LLP, independent chartered accounts, as indicated in their audit report, which are included elsewhere in this annual report. The selected financial data for the Company for the Fiscal Years ended February 28, 200 3
/200 2
 were derived from the financial statements of the Company that have been audited by Bailey & Associates, independent Chartered Accountants; these financial statements are not included herein.  The selected financial data of the Company for the Fiscal Years ended February 28, 200 1
 and February 29, 2000
 were derived from the financial statements of the Company that were audited by Bailey & Associates, independent Chartered Accountants; these financial statements are not included herein.



10.H.  Document on Display    --- No Disclosure Necessary ---





ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

--- No Disclosure Necessary ---





ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A.  Debt Securities            --- No Disclosure Necessary ---

12.B.  Warrants and Rights        --- No Disclosure Necessary ---

12.C.  Other Securities           --- No Disclosure Necessary ---

12.D.  American Depository Shares  -- No Disclosure Necessary ---





PART II



ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

--- No Disclosure Necessary ---





ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY

HOLDERS AND USE OF PROCEEDS   --- No Disclosure Necessary ---





ITEM 15.  CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report ("Date of Evaluation"), an evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of our disclosure controls and procedures.  Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



The Company's disclosure controls and procedures operate such that important information flows to appropriate collection and disclosure points in a timely manner and are effective to ensure that such information is accumulated and communicated to the Company's management, and made known to the Company's Chief Executive Officer and Chief Financial Officer, including the period when this Annual Report on Form 20-F was prepared, as appropriate to allow timely decision regarding the required disclosure.



There have been no significant changes in the Company's internal controls or the occurrence of events or other factors that could significantly affect these controls, subsequent to the Date of Evaluation.  Nor have there been any corrective actions with regard to significant deficiencies or material weaknesses.





ITEM 16.  RESERVED



PART III



ITEM 17.  FINANCIAL STATEMENTS

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.



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





Audited Financial Statements

Auditor's Report, dated June 16, 2005



Comments by Auditor for U.S. Readers on Canada-U.S. Reporting Difference, dated June 16, 2005



Statements of Operations and Deficit for the years ended 2/28/2005, 2/29/2004, and 2/28/2003 and cumulative Inception to 2/28/2005



Balance Sheets at 2/28/05 and 2/29/04



Statements of Cash Flows for the years ended 2/28/2005, 2/29/2004, and 2/28/2003 and Cumulative Inception to 2/28/2005



Notes to Financial Statements



Certifications required by Section 302 of Sarbanes-Oxley Act of 2002 and SEC Rule 33-8124







ITEM 18.  FINANCIAL STATEMENTS

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









ITEM 19.  EXHIBITS



ITEM 19.  EXHIBITS



Index to Exhibits:

Index to Exhibits:

Section 302 Certifications

Section 906 Certifications



SIGNATURE PAGE







Mining Glossary





Alteration any change in the mineral composition of a rock brought about by physical or chemical means.



Assaying- laboratory examination that determines the content or proportion of a specific metal (ie: silver) contained within a sample.  Technique usually involves firing/smelting.



Batholith  a very large intrusive mass of igneous rock.



Bottle Roll Leach Test  a small-scale laboratory test where representative mineralized samples and solutions or solvents are placed in a bottle which is continuously agitated.  The solutions are frequently measured to determine the cumulative extraction of the contained metals into solution.



Bulk Sample  A collection of representative mineralized material whose location, geologic character and metal assay content can be determined and then used for metallurgical or geotechnical testing purposes.



Chlorargyrite -a silver-bearing mineral (AgC1); silver chloride.



Column Leach Test  a metallurgical test where materials are stacked inside a columnar container and subjected to a controlled flow of fluids or solvents intended to dissolve or extract minerals into solutions which are measured.



Core Samples- the cylindrical form of rock called core that is extracted from a diamond drill hole.  Mineralized sections are separated and these samples are sent to a laboratory for analysis.



Cut-off grade - the lowest grade of mineralized material that qualifies as reserve in a deposit.  ie: contributing material of the lowest assay that is included in a reserve estimate.



Diamond Drilling  a type of rotary drilling in which diamond bits are used as the rock-cutting tool to produce a recoverable drill core sample of rock for observation and analysis.



Dip  the angle that a structural surface, a bedding or fault plan, makes with the horizontal, measured perpendicular to the strike of the structure.



Disseminated  where minerals occur as scattered particles in the rock.



Environmental Baseline Study -a geotechnical study that monitors and establishes the numerous naturally occurring base levels present within a specific area/environment.  These can include; water chemistry, flora and fauna.



Epithermal  low temperature hydrothermal process or product.



Exploration work involved in searching for ore, usually by drilling or driving a drift.



Fault  a fracture or break in rock along which there has been movement.



Feasibility  is a definitive study of the viability of a mineral project by a qualified professional which defines: (1) mining methods, pit configuration, mine scheduling, mine equipment and all related costing, (2) method of mineral processing and all related plant, equipment and costing, (3) necessary determination of all infrastructure required and relevant costs and (4) all requirements of government and markets for mine operation. A definitive financial analysis of the mineral project taking into consideration all relevant factors which will establish the presence of a Mineral Reserve and the details of its economic viability.



Felsic an adjective describing an igneous rock having mostly light colored minerals and rich in silica, potassium and sodium.



Flow -Through Shares



Proceeds from the sale of Flow-Through common shares are used to fund mineral exploration work that may qualify for the British Columbia Mining Exploration Tax Credit (METC). Effective August 1, 1998, expenditures made by eligible individuals and corporations conducting grassroots mineral exploration in British Columbia may qualify for the METC. The METC is a credit of 20% of the amount by which total qualified mining exploration expenses are incurred by the taxpayer in the taxation year.



Qualified Mining Exploration Expenses are defined as any expense (before deducting any assistance) incurred by a taxpayer after July 31, 1998 and before August 1, 2003 for the purpose of determining the existence, location, extent or quality of a mineral resource in British Columbia, other than an excluded expense. Such qualified expenses may include costs incurred in:



a)

Prospecting

b)

Carrying out geological, geophysical or geochemical surveys

c)

Drilling by rotary, diamond, percussion or other methods

d)

Trenching, digging test pits and preliminary sampling



In order to apply for the METC, the taxpayer must be subject to British Columbia Income Tax for the taxation year in which the credit is being claimed. An individual must have resided in British Columbia on the last day of the taxation year to be eligible to apply for the credit. A corporation must have maintained a permanent establishment in British Columbia at any time in the taxation year in order to be eligible to apply for the METC.



Common shares of exploration companies which are issued under the METC program are known as Flow-Through shares. During 2001, the Company issued 1,163,333 Flow-Through common shares for proceeds of $99,750. Under the sale, it is the Companys intention to distribute any proceeds received under the METC program to the purchasers of the Flow-Through shares. To date, the Company has received $17,599 under the METC and distributed the money to the Flow-Through shareholders.



Fracture  a break or crack in rock.



Fracture-controlled -a type of mineralization where circulating fluids deposit minerals preferentially upon fracture planes within a rock mass.



Grade  The metal content of rock with precious metals, grade can be expressed as troy ounces or grams per tonne of rock.



Granodiorite  a medium to coarse-grained intrusive igneous rock, intermediate in composition between quartz diorite and quartz monzonite.



Heap Leach  a mineral processing method involving the crushing and stacking ore on an impermeable liner upon which solutions may be sprayed that dissolves metal i.e. gold/silver, etc.; the solutions containing the metals are then collected and treated to recover the metals.



Hydrothermal  the products or the actions of heated waters in a rock mass such as a mineral deposit precipitating from a hot solution.



Hydrothermal alteration- the process by which heated or superheated water/solutions alter the chemistry of the rocks they circulate through.



Igneous a primary type of rock formed by the cooling of molten material.



Intrusion; Intrusive molten rock which is intruded (injected) into spaces that are created by a combination of melting and displacement.



Jones splitter -a mechanical device into which sample material consisting of rock chips from drill holes is fed into a hopper.  The device then statistically splits the volume of material to produce a smaller representative sample, which is then sent to a laboratory for analysis.



Mesothermal intermediate temperature hydrothermal process (200-300C) or product.



Metamorphosed rocks- rocks that are changed in character by processes of intense heat and pressure deep within the earths crust.



Metallurgy the study of the extractive processes which produce minerals from their host rocks.



Metallurgical Tests- are scientific examinations of rock/material to determine the optimum extraction of metal contained.  Core samples from diamond drill holes are used as representative samples of the mineralization for this testwork.



Mineral a naturally formed chemical element or compound having a definitive chemical composition and, usually a characteristic crystal form.



Mineralization a natural concentration in rocks or soil of one or more metalliferous minerals.



Open Pit  a mining method whereby the mineral reserves are accessed from surface by the successive removal of layers of material usually creating a large pit at the surface of the earth.



Prefeasability Study  is a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and where an effective method of mineral processing had been determined.  This Study must include a financial analysis based on reasonable assumptions of technical engineering, operating, and economic factors which are sufficient for a Qualified Person acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.



Pyrite- an iron sulphide mineral (FeS2), the most common naturally occurring sulphide mineral.



Quartz  crystalline silica; often forming veins in fractures and faults within older rocks.



Quartz Monzonite- a coarse grained, quartz rich igneous rock usually occurring as a smaller rock mass associated with major granitic bodies.



Resource  a concentration of mineral material in such form and amount that economic extraction of a commodity from the concentration is currently or potentially feasible.  Locations, grade, quality or quantity are estimated from specific geologic evidence.



Reverse Circulation Drilling (RC) a drilling method used in geological appraisals whereby the drilling fluid passes inside the drill stem to a down-the-hole precision bit and returns to the surface outside the drill stem carrying the drill chip samples.



Silification  the in situ alteration of a rock, which involves an increase in the proportion of silica minerals.



Supergene effects- the effect of the water/solutions percolating down from the earths surface (weathering); these solutions can dissolve minerals at the surface and then reconcentrate at depth.



Vein a thin, sheet-like, crosscutting body of hydrothermal mineralization, principally quartz.



Volcanics those originally molten rocks, generally fine grained, that have reached or nearly reached the Earths surface before solidifying.



Waste  barren rock in a mine, or mineralized material that is too low in grade to be mined and milled at a profit.



Waste to Ore Strip Ratio  the amount of waste material mined for each unit of ore presented as a ratio.





































Alpha Gold Corp.



Years Ended February 28, 2005 and February 29, 2004



Financial Statements



(An Exploration Stage Company)

|                                                                          |  |       
|------------------------------------------------------------------------- |  | ------
|Auditors Report                                                          |  | 3     
|                                                                          |  |       
|Comments by Auditor for U.S. Readers on Canada-U.S. Reporting Differences |  | 4     
|                                                                          |  |       
|Statements of Operations and Deficit                                      |  | 5     
|                                                                          |  |       
|Balance Sheets                                                            |  | 6     
|                                                                          |  |       
|Statements of Cash Flows                                                  |  | 7     
|                                                                          |  |       
|Notes to the Financial Statements                                         |  | 8  18
|                                                                          |  |       
|Schedule of Acquisition Costs                                             |  | 19    
|                                                                          |  |       
|Schedule of Deferred Expenditures                                         |  | 20    



#













[alphagoldform20fannual200006.jpg]



Auditors Report



To the Shareholders of

Alpha Gold Corp.



We have audited the balance sheets of Alpha Gold Corp. as at February 28, 2005 and February 29, 2004 and the statements of operations and deficit and cash flows for each of the three years ended February 28, 2005, February 29, 2004 and February 28, 2003 and the cumulative from inception to February 28, 2005.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



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



In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at February 28, 2005 and February 29, 2004 and the results of its operations and the cash flows for each of the three years ended February 28, 2005, February 29, 2004 and February 28, 2003 and the cumulative from inception to February 28, 2005. in accordance with Canadian generally accepted accounting principles.





MacKay LLP



Chartered Accountants

Vancouver, Canada.

June 16, 2005

#

|
|

















[alphagoldform20fannual200007.jpg]



Comments by Auditor for U.S. Readers on Canada-U.S. Reporting Difference





In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the companys ability to continue as a going concern, such as those described in note 1 to the financial statements.  Our report to the shareholders dated June 16, 2005, is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors report when these are adequately disclosed in the financial statements.





MacKay LLP





Chartered Accountants

Vancouver, Canada.

June 16, 2005

|                                                                          | Cumulative,   |               |              |             
|------------------------------------------------------------------------- | ------------- | ------------- | ------------ | ------------
|                                                                          | Inception to  |               |              |             
|                                                                          | February 28,  | February 28,  | February 29, | February 28,
|                                                                          | 2005          | 2005          | 2004         | 2003        
|                                                                          |               |               |              |             
|Revenue                                                                   |               |               |              |             
|Sales                                                                     | $       -     | $         -   | $       -    | $      -    
|                                                                          |               |               |              |             
|Expenses                                                                  |               |               |              |             
|Amortization                                                              | 192,827       | 23,895        | 14,562       | 8,835       
|Automotive                                                                | 88,779        | 14,494        | 9,262        | 13,486      
|Bad debts                                                                 | 14,999        | -             | -            | -           
|Consulting and management fees                                            | 409,263       | 60,000        | 60,000       | 50,000      
|Financial relations                                                       | 59,000        | -             | -            | -           
|Loss (gain) on disposal of property, plant
and equipment                  | (22,087)      | 2,327         | -            | (4,705)     
|Gain on disposal of exploration property                                  | (7,400)       | -             | -            | -           
|Insurance                                                                 | 28,070        | 4,190         | 2,185        | 1,805       
|Office, printing and miscellaneous                                        | 301,502       | 13,488        | 19,173       | 20,645      
|Professional fees                                                         | 615,623       | 51,779        | 70,245       | 59,548      
|Property investigation                                                    | 25,052        | -             | -            | -           
|Regulatory and transfer fees                                              | 134,432       | 12,391        | 13,350       | 12,269      
|Rent                                                                      | 78,930        | 6,000         | 6,000        | 6,000       
|Shareholder relations                                                     | 113,913       | 4,105         | 61,524       | 18,588      
|Stock based compensation (note 6)                                         | 83,000        | 83,000        |              |             
|Repairs and maintenance                                                   | 13,291        | -             | -            | -           
|Telephone                                                                 | 10,506        | 3,611         | -            | -           
|Travel and promotion                                                      | 104,882       | 8,772         | 7,503        | 6,249       
|Wages                                                                     | 12,864        | -             | -            | -           
|Write-off of cost of and expenditures on
exploration properties abandoned | 809,960       | -             | -            | -           
|Write-down of fixed assets                                                | 46,527        | -             | -            | -           
|                                                                          | 3,113,933     | 288,592       | 263,804      | 192,720     
|Net loss before other items and income taxes                              | (3,113,933)   | (288,592)     | (263,804)    | (192,720)   
|                                                                          |               |               |              |             
|Other income                                                              |               |               |              |             
|Insurance proceeds                                                        | 12,898        | -             | -            | -           
|Interest                                                                  | 395,045       | 36,685        | 50,292       | 39,032      
|Gain on disposal of marketable securities                                 | 60,093        | -             | -            | -           
|Other expenses                                                            |               |               |              |             
|Interest, bank charges and foreign exchange                               | (20,426)      | (1,067)       | 3,507        | (515)       
|Loss on realization of demand debenture                                   | (14,487)      | -             | -            | -           
|Write-down of marketable securities                                       | (19,999)      | -             | -            | -           
|                                                                          | 413,124       | 35,618        | 46,785       | 38,517      
|                                                                          |               |               |              |             
|Future income taxes (recovery)                                            | 78,085        | (22,602)      | (51,332)     | (23,981)    
|                                                                          |               |               |              |             
|Net loss for the period                                                   | $ (2,778,894) | (230,372)     | (165,687)    | (130,222)   
|                                                                          |               |               |              |             
|Deficit  beginning of period, as restated                                | -             | (2,548,522)   | (2,382,835)  | (2,252,613) 
|                                                                          |               |               |              |             
|Deficit  end of period, as restated                                      | $ (2,778,894) | $ (2,778,894) | $(2,548,522) | $(2,382,835)

|February 28,                                                 | 2004           | 2004       
|------------------------------------------------------------ | -------------- | -----------
|                                                             |                |            
|Assets                                                       |                |            
|                                                             |                |            
|Current                                                      |                |            
|Cash and term deposits                                       | $  1,689,237   | $1,934,547 
|Accounts receivable                                          | 14,789         | 11,266     
|Taxes receivable                                             | 75,746         | 274,949    
|Prepaid expense                                              | 11,654         | 11,600     
|                                                             |                |            
|                                                             | 1,791,426      | 2,232,362  
|                                                             |                |            
|Investment in exploration properties (note 3)                | 550,114        | 550,114    
|                                                             |                |            
|Expenditures on exploration properties (note 3 and Schedule) | 4,464,572      | 3,803,308  
|                                                             |                |            
|Equipment (note 4)                                           | 93,936         | 37,415     
|                                                             |                |            
|                                                             | $  6,900,048   | $6,623,199 
|                                                             |                |            
|                                                             |                |            
|Liabilities                                                  |                |            
|                                                             |                |            
|Current                                                      |                |            
|Accounts payable and accrued liabilities                     | $       14,339 | $    7,018 
|                                                             |                |            
|Future income tax liability (note 7)                         | 952,639        | 875,477    
|                                                             |                |            
|                                                             | 966,978        | 882,495    
|                                                             |                |            
|                                                             |                |            
|Shareholders Equity                                         |                |            
|                                                             |                |            
|Share Capital (note 5)                                       | 8,628,964      | 8,289,226  
|                                                             |                |            
|Contributed surplus (note 6)                                 | 83,000         |            
|                                                             |                |            
|Deficit                                                      | (2,778,894)    | (2,548,522)
|                                                             |                |            
|                                                             | 5,933,070      | 5,740,704  
|                                                             |                |            
|                                                             | $  6,900,046   | $6,623,199 



|                           |         
|-------------------------- | --------
|Approved by the Directors: |         
|                           |         
|George Whatley           | Director
|                           |         
|Richard Whatley          | Director

|Alpha Gold Corp.
(An Exploration Stage Company)
|-----------------------------------------------
|Statements of Cash Flows                       
|                                               
|                                               
|                                               
|                                               







|Cash provided by (used in):                                               |                |               |                |              
|------------------------------------------------------------------------- | -------------- | ------------- | -------------- | -------------
|Operating activities                                                      |                |               |                |              
|Net loss for the period                                                   | $  (2,778,894) | $   (230,372) | $    (165,687) | $   (130,222)
|Items not affecting cash:                                                 |                |               |                |              
|Amortization                                                              | 192,827        | 23,895        | 14,562         | 8,835        
|Future income taxes (recovery)                                            | 78,085         | (22,602)      | (51,332)       | (23,981)     
|Loss (gain) on disposal of equipment                                      | (22,087)       | 2,327         | -              | (4,705)      
|Gain on sale of exploration property                                      | (7,400)        | -             | -              | -            
|Gain on disposal of marketable securities                                 | (60,093)       | -             | -              | -            
|Loss on realization of demand debenture                                   | 14,487         | -             | -              | -            
|Stock based compensation                                                  | 83,000         | 83,000        | -              | -            
|Write-off of cost of and expenditures on
exploration properties abandoned | 809,960        | -             | -              | -            
|Write down of equipment                                                   | 46,527         | -             | -              | -            
|Write down of marketable securities                                       | 19,999         | -             | -              | -            
|                                                                          |                |               |                |              
|                                                                          | (1,623,589)    | (143,752)     | (202,457)      | (150,073)    
|                                                                          |                |               |                |              
|Changes in non-cash working capital (note 9)                              | (130,755)      | 202,947       | (144,416)      | (20,714)     
|                                                                          |                |               |                |              
|                                                                          | (1,754,344)    | 59,195        | (346,873)      | (170,787)    
|                                                                          |                |               |                |              
|Investing activities                                                      |                |               |                |              
|Investment in and expenditures on
exploration properties                  | (5,816,578)    | (661,264)     | (956,652)      | (634,241)    
|Proceeds on disposal of exploration property                              | 20,000         | -             | -              | -            
|Proceeds on disposal of marketable securities                             | 60,094         | -             | -              | -            
|Purchase of equipment, net of disposal                                    | (311,203)      | (82,743)      | (5,300)        | (20,433)     
|Demand debenture                                                          | (12,250)       | -             | -              | -            
|                                                                          |                |               |                |              
|                                                                          | (6,059,937)    | (744,007)     | (961,952)      | (654,674)    
|                                                                          |                |               |                |              
|Financing activities                                                      |                |               |                |              
|Proceeds on issuance of shares, net of issue costs                        | 9,503,518      | 439,502       | 1,619,458      | 1,342,498    
|Proceeds on shares allotted but not issued                                | -              | -             | (506,135)      | 506,135      
|                                                                          |                |               |                |              
|                                                                          | 9,503,518      | 439,502       | 1,113,323      | 1,848,633    
|                                                                          |                |               |                |              
|                                                                          |                |               |                |              
|Increase (decrease) in cash for the period                                | 1,689,237      | (245,310)     | (195,502)      | 1,023,172    
|                                                                          |                |               |                |              
|Cash and term deposits  beginning of the
period                          | -              | 1,934,547     | 2,130,049      | 1,106,877    
|                                                                          |                |               |                |              
|Cash and term deposits  end of the period                                | $    1,689,237 | $  1,689,237  | $  1,934,547   | $  2,130,049 

|1. | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The investment in and expenditures on exploration properties comprise a significant portion of the Companys assets.  Realization of the Companys investment in these assets is dependent upon obtaining the necessary financing to continue exploration and development of the properties, the attainment of successful production from the properties or from the proceeds of their disposal.                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The continuing operations of the Company are dependent upon its ability to continue to raise capital to funds its exploration and development programs. The Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   

|2. | Significant Accounting Policies(continued)
|-- | ------------------------------------------
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|2. | Significant Accounting Policies(continued)
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           
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|   |                                           
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| | 3. | Exploration Properties          
| | -- | --------------------------------
| |    |                                 
| |    |                                 
| |    | Acquisition costs (Schedule)    
| |    | Deferred expenditures (Schedule)
| |    |                                 
| |    |                                 
| |    |                                 
| |    | (a)                             
| |    |                                 
| |    |                                 
| |    |                                 
| |    |                                 
| |    |                                 
| |    | (b)                             
| |    |                                 
| |    |                                 
| |    |                                 
| |    |                                 



|
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|4. | Equipment           
|-- | --------------------
|   |                     
|   |                     
|   |                     
|   | Computer equipment  
|   | Furniture & fixtures
|   | Trucks              
|   |                     
|   |                     
|   |                     

| | 5. | Share Capital                                               
| | -- | ------------------------------------------------------------
| |    |                                                             
| |    | a)                                                          
| |    |                                                             
| |    |                                                             
| |    |                                                             
| |    | b)                                                          
| |    |                                                             
| |    |                                                             
| |    |                                                             
| |    |                                                             
| |    | Balance - at the
b eginning, as restated                    
| |    |                                                             
| |    | Issued during the year                                      
| |    | - for cash @ $0.40 (see                                     
| |    | i) below)                                                   
| |    | - for cash @ $0.50 (see                                     
| |    | ii) below)                                                  
| |    | - for cash @ $0.43 (see
iii) below)                         
| |    | - for cash @ $0.35 (see                                     
| |    | iv) below)                                                  
| |    | - for cash @ $0.33 (see                                     
| |    | v) below)                                                   
| |    | - for cash @ $0.46 (see                                     
| |    | vi) below)                                                  
| |    | - for cash @ $0.50 (see
vii) below)                         
| |    | - for cash @ $0.50 (see                                     
| |    | viii) below)                                                
| |    | - for cash @ $0.43 (see
ix) below)                          
| |    | - for cash @ $0.66 (see
x) below)                           
| |    | Share issue costs                                           
| |    | Income tax benefits
 renounced on flow through shares issued
| |    |                                                             
| |    | Balance  at end of the year                                

|5. | Share Capital (continued)
|-- | -------------------------
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
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|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          

|5. | Share Capital (continued)                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | d)                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | As of February 28, 2005, the following share purchase warrants were outstanding:                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | Number of shares                                                                                                                                                                                                                                                                                                                                   
|   | 575,000                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | e)                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | The Company has established a share purchase option plan whereby the board of directors may, from time to time, grant options to directors, officers, employees or consultants.  The exercise price of an option is not less than the closing price on the Exchange on the last trading day preceding the grant.  Options vest on the date granted.
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | A summary of the Companys options outstanding at February 29, 2005 are as follows:                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | Number of shares                                                                                                                                                                                                                                                                                                                                   
|   | 300,000                                                                                                                                                                                                                                                                                                                                            
|   | 750,000                                                                                                                                                                                                                                                                                                                                            
|   | 500,000                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | During the year 500,000 (2004  NIL) options were granted, there were none that were exercised or expired.                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                    
|6. | Stock Based Compensation                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | The Company is authorized to grant options to directors, officers, employees and consultants to acquire up to 10 per cent of the issued and outstanding common stock.                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | For the year ended February 28, 2005, the Company granted 500,000 stock options.  The fair value of each option granted is estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                    

Dividend rate

0.00%

Strike price

$ 0.40

Risk-free interest rate

3.02%

Spot price

$ 0.50

Expected life



2 years

Fair value

$ 0.17

Expected volatility

37.29%



| | Based on the fair values above for the options granted, compensation expense of $83,000 was recorded in operations for the year.
| | --------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                 
| |                                                                                                                                 



|   | 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Income Taxes                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | A reconciliation of current income taxes at statutory rates with the reported taxes is as follows:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company has available non-capital losses of $868,071 Cumulative Canadian Exploration Expenses of $521,417, Cumulative Canadian Development Expenses of $657,236 and Cumulative Foreign Exploration and Development Expenses of $938,424 which may be carried forward to reduce taxable income in future years.  The potential future income tax benefit arising from the non-capital losses only is not reflected in these financial statements. The non-capital losses expire as follows:                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   | 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                   
|   | 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                   
|   | 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                   
|   | 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                   
|   | 2010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                   
|   | 2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                   
|   | 2015                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company has recorded a valuation allowance against its future income tax asset because it believes it is not more likely than not that sufficient taxable income will be realized during the carry-forward period to utilize the future tax asset.                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the year, the Company paid fees of $119,000 (2004 - $142,500) for contract negotiation, property investigation, property acquisition, site investigation and management of field programs, $12,000 (2004  NIL) for property investigation, site investigation for drilling, geology and planning of field operations, $8,050 (2004 - $6,850) for secretarial and bookkeeping services, $6,000 (2004 - $6,000) for office rental, and $4,800 (2004 - $3,600) for car rental to a company controlled by a director or to a director of the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These transactions are in the normal course of operations and have been valued in these financial statements at the exchange amount which is the amount of consideration established and agreed to by the related parties.                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9. | Supplemental Cash Flow Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Accounts receivable                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Taxes receivable                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Accounts payable and accrued liabilities                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Prepaid expense                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   

|10. | Generally Accepted Accounting Principles in Canada and the United States                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | The financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) which differ in certain respects from those principles that the Company would have followed had its financial statements been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP).
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | Differences which materially affect the measurement of items included in the financial statements are:                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | a)                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | b)                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                               
|    | c)                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                               
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|    |                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                               



| | d) | The statements of comprehensive loss provide a measure of all changes in equity of the Company that result from transactions other than those with the shareholders and other economic events that occur during the period. There are no other material differences between Canadian GAAP and United States GAAP other than those presented above with respect to the statements of comprehensive loss.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                        
| | e) | The Company accounts for its share options under Canadian GAAP, which in the Companys circumstances is not different from the amounts that would be determined under provisions of U.S. GAAP.                                                                                                                                                                                                         

|10. | Generally Accepted Accounting Principles in Canada and the United States(continued)
|--- | -----------------------------------------------------------------------------------
|    | f)                                                                                 
|    |                                                                                    
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|    |                                                                                    
|    |                                                                                    
|    |                                                                                    
|    | g)                                                                                 
|    |                                                                                    
|    |                                                                                    
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|    |                                                                                    

|                               |  |           |           | Total    
|------------------------------ |  | --------- | --------- | ---------
|                               |  | Lustdust  | Goldbanks | 2005     
|                               |  |           |           |          
|Balance, beginning of year     |  | $ 513,682 | $  36,432 | $ 550,114
|                               |  |           |           |          
|Acquisition costs for the year |  | -         | -         | -        
|                               |  |           |           |          
|                               |  |           |           |          
|Balance, end of year           |  | $ 513,682 | $  36,432 | $ 550,114













































































|                                |                  |                  | Total          
|------------------------------- | ---------------- | ---------------- | ---------------
|                                | Lust Dust
Claims | Goldbanks
Claims | 2005           
|                                |                  |                  |                
|Exploration                     |                  |                  |                
|Assaying                        | $      20,368    | $           -    | $        20,368
|Camp expenses                   | 22,216           | -                | 22,216         
|Drilling                        | 490,296          | -                | 490,296        
|Filing fees & claim assessment  | 690              | 5,248            | 5,938          
|Fuel                            | 2,314            | -                | 2,314          
|Geological/geochemical          |                  |                  |                
|work and reports                | 160,443          | -                | 160,443        
|On-site management              | 12,000           | -                | 12,000         
|Roadwork/Reclamation            | 6,708            | -                | 6,708          
|Travel                          | 16,727           | -                | 16,727         
|                                |                  |                  |                
|                                | 731,762          | 5,248            | 737,010        
|BC Mining Tax Credit            | (75,746)         | -                | (75,746)       
|                                |                  |                  |                
|Expenses for the year           | 656,016          | 5,248            | 661,264        
|                                |                  |                  |                
|Balance  Beginning of the year | 3,521,352        | 281,956          | 3,803,308      
|                                |                  |                  |                
|                                |                  |                  |                
|Balance  end of the year       | $  4,177,368     | $    287,204     | $  4,464,572   
|                                |                  |                  |                



Signature Page



Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.





Alpha Gold Corp.

Registrant





|Dated:  August 12, 2005 | Signed:  /s/  George Whatley
|----------------------- | ----------------------------
|                        | George Whatley              
|                        | President and Director      





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