U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/ AMENDED

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

For the fiscal year ended September 30, 2005

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

For the transition period from _______________ to _______________

000-49951

(Commission File Number)

AMERICAN UNITED GOLD CORPORATION

(Name of small business issuer in its charter)

NEVADA 91-2084507

(State or other jurisdiction) (IRS Employer of incorporation or organization Identification No.)

555 Burrard Street, Suite 900

Issuers telephone number: (604)-692-2808

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under section 12(g) of the Exchange Act: Common Stock, $.001 per share

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

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

The registrants consolidated revenues for its most recent fiscal year were nil.

Based on the closing sales price of the Common Stock on February 20, 2006, the aggregate market value of the voting stock of registrant held by non-affiliates was $511,107.

As of February 20, 2006 the registrant's outstanding common stock consisted of 11,184,761 shares.



Transitional Small Business Disclosure Format. Yes [ ] No [X]



DOCUMENTS INCORPORATED BY REFERENCE: None



































TABLE OF CONTENTS

Page

PART I

Item 1: Description of Business 							4

Item 2: Description of Property 							9

Item 3: Legal Proceedings 							 9

Item 4: Submission of Matters to a Vote of Security Holders 		 10



PART II

Item 5: Market for Common Equity and Related Stockholder Matters

Item 6: Management's Discussion and Analysis

Item 7: Financial Statements

Item 8: Changes in and Disagreements with Accountants

and Financial Disclosure

PART III

Item 9: Directors and Executive Officers, Promoters and Control Persons;

Compliance with Section 16(a) of the Exchange Act

Item 10: Executive Compensation

Item 11: Security Ownership of Certain Beneficial Owners

Item 12: Certain Relationships and Related Transactions

Item 13: Exhibits and Reports on Form 8-K

Item 14: Controls and Procedures

SIGNATURES

CERTIFICATIONS PURSUANT TO SECTION 302

FINANCIAL STATEMENTS

EXHIBITS



FORM 10-KSB

AMERICAN UNITED GOLD CORPORATION

PART I.

ITEM 1. DESCRIPTION OF BUSINESS.

COMPANY HISTORY

We were incorporated in the State of Nevada on November 30, 1998. We were originally organized to engage in the business of processing elemental sulfur for applications as plant nutrient fertilizers and fungicides.

We operated from approximately January 1999 through approximately November 2002, when we ceased all operations. Operations were conducted through a subsidiary, Micron Milling and Packaging Company Ltd. and on May 10, 2004 we sold our 100% interest in the subsidiary, Micron Milling & Packaging Company Ltd. for a nominal cash consideration of $1.00.

On or about March 12, 2004, the directors determined that it was in the best interest of our stockholders to become active in the mineral resource sector. We are considered an exploration stage company. Our office is currently located 555 Burrard Street, Suite 900, Vancouver, B.C., CANADA V7X 1M8. The telephone number is (604) 692-2808. We currently do not maintain a website.

On August 19, 2004, the Registrant filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada changing the name of the Registrant to "American United Gold Corporation".

On September 28, 2004, the Registrant filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada reflecting a reverse stock split on a two for one basis. As a result of the reverse split, every two shares of common stock were consolidated into one share of common stock. The number of shares of common stock outstanding was reduced from 21,319,518 to 10,659,761 immediately following the reverse stock split.

Effective October 4, 2004, and as a result of the name change and reverse split, the Registrant's common shares commenced trading under the trading symbol "AMUG".

On November 29, 2004 the Company appointed Mr. William H. Anderson CEO and Chairman, Mr. Kenneth R. Thorsen as Vice President of Exploration, Mr. Steve S. Kubota has been appointed as Vice President of Corporate Communications, and Mr. Chand S. Jagpal was appointed as Chief Financial Officer and Corporate Secretary. Also on this date all of the foregoing individuals became directors of the company. These people together Mr. Paul Uppal, Mr. Rashpal Uppal and Mr. Scott Biddle were our officers and directors. At this time, they were responsible for maintaining the Company in compliance with all SEC and other rules and regulations and for finding a suitable business opportunity to acquire or merge with the Company.

The foregoing appointments were made in anticipation of the acquisition of 100% of the outstanding shares of Anderson Gold (China) Inc., the company having entered into a Letter of Intent for the purpose of completing such acquisition.

On December 17, 2004, the Registrant entered into a formal agreement to acquire 100% of Anderson Gold (China) Inc ("Anderson Gold"), a British Columbia incorporated company. Anderson Gold, via a Joint Venture Agreement with Guizhou Gold Corporation ("GGC"), a Chinese corporation, has the rights to earn an 85% interest in the Daguan gold exploration property located in Guizhou, China. Anderson Gold can earn up to an 85% interest in this gold target with an expenditure of up to $1,780,000 towards exploration and development work on the property and payments totaling up to $230,000 to Guizhou Gold Corporation ("GGC") over a four year period. American United will issue 10,000,000 of its common shares to be held in escrow and released to the shareholders of Anderson Gold in exchange for 100% of the common shares of Anderson Gold. The release will be made in stages determined by the completion of certain milestones in exploration and development spending and the completion of required payments to GGC.

On November 14, 2005 the company terminated its agreement with American United Gold Corporation and Anderson Gold (China) Inc. and the shareholders of Anderson Gold (China) Inc. ("Anderson") announced December 17, 2004 whereby it entered into an agreement with those shareholders to acquire 100% of the shares of Anderson. As of the date of termination the company had not acquired any of the shares of Anderson.

Also on November 14, 2005 the company accepted a letter of resignation from Mr. William H. Anderson, resigning from the board of directors and as Chief Executive Officer of the company. Mr. Anderson's appointment as Director and Chief Executive Officer was made pursuant to the Agreement to acquire Anderson Gold (China) Inc. and the termination of that agreement resulted in the resignation of Mr. Anderson. The resigning director and the company part ways on good terms and with no outstanding issues.

On the same date the company accepted letters of resignation from the Board of Directors from Mr. Kenneth R. Thorsen, Mr. Steve S. Kubota, and Mr. Chand S. Jagpal. The appointment of these directors and was made pursuant to the Agreement to acquire Anderson Gold (China) Inc. and the termination of that agreement resulted in their resignation. The resigning directors and the company part ways on good terms and with no outstanding issues. Mr. Jagpal also resigned from his position as Chief Financial Officer and Corporate Secretary.

Also on November 14, 2005 the company accepted letters of resignation from the Board of Directors from Mr. Rajpal Uppal and Mr. Scott Biddle. The resignations were offered for personal reasons and not for any disagreement with management of the Company or its policies. The resigning directors and the company part ways on good terms and with no outstanding issues.

Also on November 14, 2005 the company appointed Mr. Brian Hall as a Director as well as Secretary and Chief Financial Officer. Mr. Hall resigned on February 10, 2006.



PLAN OF OPERATION

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, developing natural resource properties. Our primary focus in the natural resource sector is gold. We do not consider ourselves a "blank check" company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We currently have no plans to merge with or acquire another company in the next 12 months.

We currently do not consider that we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production. The costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term indeed. The company has not made a determination as to whether we would develop to production any commercially viable ore body that we may discover or sell any such ore body to a to a major mining company. Most major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By selling a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the Company to continue operations.

The search for valuable natural resources as a business is extremely risky. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.

Natural resource exploration and development requires significant capital and our assets and resources are limited. The company has not entered into any arrangements to acquire an interest in a mineral property at this time and their can be no assurances that it will in the future.

Competition

The mineral exploration industry, in general, is intensively competitive and even if commercial quantities of ore are discovered, a ready market may not exist for sale of same. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result our not receiving an adequate return on invested capital.

Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in any jurisdiction where we may acquire an interest in a mineral property. Most, if not all federal governments and various regional, state and local governments have adopted laws and regulations regarding the protection of natural resources, human health and the environment. We will be required to conduct all exploration activities in accordance with all applicable laws and regulations. These may include requiring working permits for any exploration work that results in physical disturbances to the land and locating claims, posting claims and reporting work performed on the mineral claims. The laws and regulations may tell us how and where we can explore for natural resources, as well as environmental matters relating to exploration and development. Because these laws and regulations change frequently, the costs of compliance with existing and future environmental regulations cannot be predicted with certainty.

There are no costs to us at the present time in connection with compliance with environmental laws. However, since we do anticipate engaging in natural resource projects, these costs could occur at any time. Costs could extend into the millions of dollars for which we could be liable. In the event of liability, we would be entitled to contribution from other owners so that our percentage share of a particular project would be the percentage share of our liability on that project. However, other owners may not be willing or able to share in the cost of the liability. Even if liability is limited to our percentage share, any significant liability would wipe out our assets and resources.

Certain Risk Factors

From time to time, the "Company will make written and oral forward-looking statements about matters that involve risk and uncertainties that could cause actual results to differ materially from projected results. Important factors that could cause actual results to differ materially include, among others:

-	Fluctuations in the market prices of natural resources

-	General domestic and international economic and political conditions

-	Unexpected geological conditions or rock instability conditions resulting in cave-ins, flooding, rock-bursts or rock slides

-	Difficulties associated with managing complex operations in remote areas

-	Unanticipated milling and other processing problems

-	The speculative nature of mineral exploration

-	Environmental risks

-	Changes in laws and government regulations, including those relating to taxes and the environment

-	The availability and timing of receipt of necessary governmental permits and approval relating to operations, expansion of operations, and financing of operations

-	Fluctuations in interest rates and other adverse financial market conditions

-	Other unanticipated difficulties in obtaining necessary financing

-	The failure of equipment or processes to operate in accordance with specifications or expectations

-	Labor relations

-	Accidents

-	unusual weather or operating conditions

-	force majeure events

Many of these factors are beyond the Company's ability to control and predict. Investors are cautioned not to place undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise.

Lack of Properties and Insufficient Exploration and Development Funds

The company has not entered into any arrangements to acquire an interest in a mineral property at this time and their can be no assurances that it will in the future.

Additional funds are likely necessary in order for the Company to enter into an agreement regarding obtaining an interest in a mineral property. Any expenditures on are discretionary and may be increased or decreased based upon funds available to the Company.

Research and Development Expenditures

We have not incurred any research or development expenditures during the last fiscal year or during subsequent periods.

Subsidiaries

We do not currently operate through any subsidiary or affiliate.



Patents and Trademarks

We do not own any patent or trademark.

Employees

We have no full time employees. Our sole officer and director provides planning and organizational services for us on a part-time basis.



Item 2.	DESCRIPTION OF PROPERTY.

Offices and Production Facilities

Our executive offices located at 900-555 Burrard, Street, Vancouver, BC have been provided by a former Director of the Company free of charge. We believe that our current facilities are adequate and suitable for our current use, which consists primarily of sales and marketing of our products, as well as reviewing opportunities and negotiations with potential partners and merger candidates. We are seeking to acquire new production facilities through a merger with a suitable production partner. Our facilities are adequately insured against perils.

Item 3. 	LEGAL PROCEEDINGS

To the best of our knowledge, there are no legal actions pending, threatened, or contemplated against us other than as noted in the following paragraphs.

In a civil action commenced in the Supreme Court of British Columbia on February 10, 2003 by D. Bruce Horton, Peter Krag-Hansen, Darcy Higgs and BMD Financial Inc. claiming a total of $204,534 in Canadian currency as repayment of a working capital loan to the company and 805332 Alberta Ltd., a subsidiary of the company. A former director, Adam Smith is also named in the action. A default judgment was obtained although no action has been commenced in an attempt to recover the funds. The amount owing was reduced by Court Order on July 7, 2005 and at September 30, 2005 the total amount owing was $166,910. We are currently seeking to negotiate a settlement of the claim and expect to conclude this settlement in the near term.

Item 4. 	SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None

PART II.

Item 5.

Our common stock is traded on the Over the Counter Bulletin Board sponsored by the National Association of Securities Dealers, Inc. under the symbol "AMUG.OB". The Over the Counter Bulletin Board does not have any quantitative or qualitative standards such as those required for companies listed on the Nasdaq Small Cap Market or National Market System.

The following table sets forth the range of high and low bid prices of the Company's Common Stock for the quarters indicated through the fourth quarter of 2005.

|Calendar Year | HIGH | LOW 
|------------- | ---- | ----
|2003 Q4       | 0.23 | 0.06
|2004 Q1       | 0.09 | .02 
|2004 Q2       | 0.9  | 0.2 
|2004 Q3       | 0.3  | 0.08
|2004 Q4       | 0.38 | .05 
|2005 Q1       | 0.24 | 0.10
|2005 Q2       | 0.14 | 0.08
|2005 Q3       | 0.10 | 0.04
|2005 Q4       | 0.10 | 0.05

* The above quotations reflect the inter-dealer prices without retail mark-up, mark-down or commissions and may not represent actual transactions.

As at September 30, 2004 there were 21,319,518 shares of our common stock issued and outstanding and approximately 62 stockholders of record and, following a reverse split of the company's shares on a one new for two old share reverse split that took place on October 4, 2004, at February 20, 2006 there were 11,184,761 shares of our common stock issued and outstanding and approximately 57 stockholders of record

There are no contractual restrictions on the resale of any our outstanding common stock. As at December 31, 2005, there are shares of our common stock that are restricted from resale under Rule 144 promulgated under the U.S. Securities Act of 1933, as follows:

|Number of Restricted Shares | Description                                                                                                
|--------------------------- | -----------------------------------------------------------------------------------------------------------
|7,240,750                   | Shares issued pursuant to Rule 144(d)(3)(ii) and may be sold in accordance with the provisions of Rule 144.
|4,520,000                   | Shares held by affiliates that may be sold in accordance the affiliate rules set out in Rule 144.          

Total restricted: 7,240,750 shares

Total restricted held by Affiliates (issued and reserved): 4,520,000 shares

Total non-restricted: 3,944,011

In general, Rule 144 under the Securities Act provides that securities may be sold if there is current public information available regarding the issuer and the securities have been held at least one year. Rule 144 also includes restrictions on the amount of securities sold, the manner of sale and requires notice to be filed with the SEC. Under Rule 144 a minimum of one year must elapse between the later of the date of the acquisition of the securities from the issuer or from an affiliate of the issuer, and any resale under the Rule. If a one-year period has elapsed since the date the securities were acquired, the amount of restricted securities that may be sold for the account of any person within any three-month period, including a person who is an affiliate of the issuer, may not exceed the greater of 1% of the then outstanding shares of our common stock or the average weekly trading volume in the over-the-counter market during the four calendar weeks preceding the date on which notice of sale is filed with the SEC. If a two-year period has elapsed since the date the securities were acquired from the issuer or from an affiliate of the issuer, a seller who is not an affiliate of the issuer at any time during the three months preceding a sale is entitled to sell the shares without regard to volume limitations, manner of sale provisions or notice requirements. Affiliates of the issuer are subject to an ongoing volume restriction pursuant to Rule 144 on resales of shares held by them.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock of the company is Interwest Transfer Company, Inc., 1981 East Murray Holladay Road, Suite 100, P.O. Box 17136, Salt Lake City, UT 84117, telephone, (801) 272-9294. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares and stock warrants.

Dividends Policy

We have not paid dividends on our common stock since our inception. Dividends on common stock are within the discretion of the Board of Directors and are payable from profits or capital legally available for that purpose. It is our current policy to retain any future earnings to finance the operations and growth of our business. Accordingly, we do not anticipate paying any dividends on common stock in the foreseeable future.

Recent Sales of Unregistered Securities

During the year ended September 30, 2005 we issued 400,000 shares of our common stock. These shares were issues pursuant to a previously completed sale of at $0.15 per shares pursuant to Regulation D, Rule 504.

During the year ended September 30, 2005 we issued 125,000 shares of our common stock. These shares were previously allotted and issued pursuant to conversion rights. The shares were issued in reliance upon the exemption from registration under Rule 504 of Regulation D promulgated thereunder. We believe that this issuance was also exempt under Regulation S promulgated under the Act, due to the foreign residency of the purchasers.

Item 6. 	MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

You should read this discussion together with our financial statements and related notes included elsewhere in this report.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

The matters discussed in this section and in certain other sections of this Form 10-KSB contain forward-looking statements. All statements other than statements of historical information provided herein maybe deemed to be forward-looking statements. Without limiting the foregoing, the words "may", "will", "could", "should", "intends", "thinks", "believes", "anticipates", "estimates", "plans", "expects", or the negative of such terms and similar expressions are intended to identify assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this report. The following cautionary statements identify important factors that could cause our actual results to differ materially from those projected in the forward-looking statements made in this report. Among the key factors that have a direct bearing on our results of operations are:

-The ability and opportunity to enter into an agreement to acquire an interest or the right to acquire an interest in a resource property;

-Feasibility of any property which we may acquire an interest or the right to acquire an interest;

-General economic and business conditions; the existence or absence of adverse publicity; changes in, or failure to comply with, government regulations; changes in political, social and economic conditions;

-Success of operating initiatives; changes in business strategy or development plans; management of growth;

-Availability, terms and deployment of capital;

-Costs and other effects of legal and administrative proceedings;

-Dependence on senior management; business abilities and judgment of personnel; availability of qualified personnel; labor and employee benefit costs;

-Development risks and risks inherent in the natural resource industry and

-Other factors referenced in this report.

Because the risks factors referred to above could cause actual results or outcome to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements. Other factors may be described from time to time in our filings with the Securities and Exchange Commission, news releases and other communications. Further, any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and contained elsewhere in this Annual Report on Form 10-KSB.

OVERVIEW

As a natural resource exploration company our focus is to locate prospective properties that may host mineral reserves that could eventually be put into mining production. The company has not entered into any arrangements to acquire an interest in a mineral property at this time and their can be no assurances that it will in the future.

We do not intend to use any employees, with the exception of part-time clerical assistance on an as-needed basis. Outside advisors, attorneys or consultants will only be used if they can be obtained for a minimal cost or for a deferred payment basis. Management is confident that it will be able to operate in this manner and continue during the next twelve months.

PLAN OF OPERATION

During the twelve-month period ending September 30, 2006, we plan to source a mineral property in which to acquire an interest The funds in our treasury are insufficient to meet any planned activities as a result of this, we hope to enter into a financing arrangements during the next twelve months (ending September 30, 2006).

We continue to run our operations with the use of contract operators, and as such do not anticipate a change to our company staffing levels. We remain focused on keeping the staff compliment, which currently consists of our one director at a minimum to conserve capital. Our staffing in no way hinders our operations, as outsourcing of necessary operations continues to be the most cost effective and efficient manner of conducting the business of the company.

We do not anticipate any equipment purchases in the next twelve months (ending September 30, 2006).

RESULTS OF OPERATIONS

During the two fiscal years ended September 30, 2005 and 2004, we incurred a net loss from continuing operations of $66,400 and $123,188 respectively. No management fees were paid during the year ended September 30, 2005 resulting in a significantly lower net loss. It is not anticipated that significant management fees will be incurred in the year ended September 30, 2006.



REVENUES

We have no revenues for the year ended September 30, 2005. We did not generate any revenues for year ended September 2004.



COST OF REVENUE

There was no cost of revenue for the two fiscal years ended September 30, 2005 and 2004.

GENERAL AND ADMINISTRATIVE EXPENSES



For the two fiscal years ended September 30, 2005 and 2004, expenses were $98,614 and $109,987 respectively. The decrease in expenses from 2004 to 2005 is largely attributable to a decline in legal fees, management fees, and a recovery of amounts previously recorded as consulting fees. Going forward it may be necessary to engage paid consultants in the field of geology, ground operations, corporate development, and financial management to work for the Company in the search for attractive prospects in the mineral exploration field.

LIQUIDITY AND CAPITAL RESOURCES



Our balance sheet as of September 30, 2005 reflects cash of $863 as compared to $4,572 at September 30, 2004, and total liabilities on the balance sheet as of September 30, 2005 $373,106 consisting primarily of a demand loan of $166,910 and accounts payable of $197,593 as compared to total liabilities of $367,730 at September 30, 2004.

Cash and cash equivalents from inception to date have been insufficient to provide the operating capital necessary to operate.

To date, we have not invested in derivative securities or any other financial instruments that involve a high level of complexity or risk. We expect that in the future, any excess cash will continue to be invested in high credit quality, interest-bearing securities. We believe cash from operating activities, and our existing cash resources may not be sufficient to meet our working capital requirements for the next 12 months. We will likely require additional funds to support the development and marketing of our product. There can be no assurance that additional financing will be available on acceptable terms, if at all. If adequate funds are not available, we may be unable to develop or enhance our products, take advantage of future opportunities, respond to competitive pressures, and may have to curtail operations. There are no legal or practical restrictions on the ability to transfer funds between parent and subsidiary companies.

We do not have any material commitments for capital expenditures as of September 30, 2005.

For the twelve months ended September 30, 2005, there were no capital expenditures.

CRITICAL ACCOUNTING POLICIES

The Company's discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the estimated recoverable amount of investment tax credits, trade accounts receivable, and deferred tax assets. The Company believes the following critical accounting policies require its more significant judgment and estimates used in the preparation of the consolidated financial statements.

The company follows the cost reduction method of accounting for investment tax credits and recognizes the estimated net recoverable amount when reasonable assurance exists as to their collectability.

The company maintains an allowance for doubtful accounts for estimated losses that may arise if any of its customers are unable to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the uncollectability of the company's trade accounts receivable balances. If the company determines that the financial conditions of any of its customers deteriorated, whether due to customer specific or general economic issues, increases in the allowance may be made. To date no customer balance has been unpaid in the timeframe allowed to customers.

Income taxes are accounted for under the asset and liability method. Under this method, to the extent that it is not more likely than not that a deferred tax asset will be recovered, a valuation allowance is provided. In making this determination, the Company considers estimated future taxable income and taxable timing differences expected to reverse in the future. Actual results may differ from those estimates.

RECENT ACCOUNTING PRONOUNCEMENTS

It is the company's policy to adopt all applicable new accounting pronouncements as they are issued, which may be in advance of the effective date of the pronouncement.

In August 2001 the FASB issued SFAS No 144 Accounting for the Impairment or Disposal of Long-Lived Assets, which supersedes SFAS No 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. The rules in SFAS No 144 restate and establish guidelines for evaluating the impairment of the company's capital assets and the write downs to be recorded when there has been impairment. The company adopted the requirements of SFAS No 144 when the pronouncement was issued. There was no substantive change in the company's capital assets, results of operations or cash flows on the adoption of this pronouncement.

GOING CONCERN CONSIDERATION

These consolidated financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has a working capital deficiency of $372,243 and accumulated losses of $$2,258,888 at September 30, 2005 and requires additional capital in order to remain a going concern. The continuation of the Company is dependent on its ability to obtain the necessary capital to achieve profitability and to meet the requirements, from time to time, of lenders, if any, who are willing to provide this financing. The Company believes that its operations will generate additional funds and that it will be able to obtain additional capital primarily through the issue of shares and debt from outside investors and management.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

Item 7. 	FINANCIAL STATEMENTS

The financial statements are attached to this report following the signature page and officer certification pages.

Item 8. 	CHANGES IN ACCOUNTANTS AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On February 14, 2004 the Company determined not to renew the engagement of its independent accountants, Amisano Hanson ("Amisano"), and appointed K. R. Margetson Ltd. ("Margetson") as its new independent accountants, effective immediately.

This determination followed the Company's decision to seek proposals from independent accountants to audit the Company's financial statements for the fiscal year ending September 30, 2005. The decision not to renew the engagement of Amisano and to retain Margetson was approved by the Company's Audit Committee. Amisano was dismissed effective as of February 14, 2006.

In connection with the audits of the fiscal years ending September 30, 2004 and September 30, 2003 and to the date of non-renewal, the Company had no disagreements with Amisano with respect to accounting principles or practices, financial statement disclosure, or auditing scope or procedures of the type discussed in Item 304(a)(iv) of Regulation S-B.

The audit reports of Amisano on the financial statements of the Company as of and for the years ended September 30, 2004 and 2003, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ending September 30, 2004 and September 30, 2003, including the subsequent interim periods through February 13, 2006, the date of Amisano's non-renewal, and prior to the appointment of Margetson, the Company (or anyone on its behalf) did not consult with Margetson regarding any of the accounting or auditing concerns stated in Item 304(a)(2) of Regulation S-B.

PART III

Item 9. 	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Executive Officers

Our Board of Directors and executive officers and their respective ages as of February 15, 2006 are set forth in the table below. Each of the directors of American United will serve until the next annual meeting of shareholders or until his successor is elected and qualified.

Also provided is a brief description of the business experience of each director and executive officer and the key personnel during the past five years and an indication of directorships (if any) held by each director in other companies subject to the reporting requirements under the Federal securities laws.

The following table sets forth, as of the date of this registration statement, the name, age and position of the officers and directors of the American United.

|NAME           | AGE | POSITION (1)          
|-------------- | --- | ----------------------
|David R. Uppal | 43  | President and Director

1.

None of the American United's directors and officers hold positions with other reporting companies.

The following is a brief summary of the education and business experience of the following:

David Uppal

Mr. Uppal has owned and operated various lumber manufacturing facilities for over 20 years. He has been responsible for overseeing over 100 employees, directing all aspects of the business.

Significant Employees

American United does not have any significant employees or written employment contracts with any employee or officer.

Family Relationships

There are no family relationships among the our directors or officers.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act, requires the Company's officers, directors and persons who beneficially own more than ten percent of the Common Stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent beneficial owners also are required by rules promulgated by the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) forms they file. The Company believes that all reporting persons complied with all Section 16(a) filing requirements for the year ending September 30, 2005.

Item 10. 	EXECUTIVE COMPENSATION

The following table provides a summary of the compensation paid to the Chief Executive Officer for the years ended September 30, 2005, September 30, 2004, and September 30, 2003. No executive officer received a total annual salary, bonus and other compensation in excess of $100,000 in those periods. American United's Chief Executive Officer has received no compensation other than consulting fees. No executive officer that would have otherwise been included in this table on the basis of salary and bonus earned for the 2004 fiscal year has been excluded by reason of his or her termination of employment or change in executive status during the fiscal year.



|SUMMARY COMPENSATION TABLE 
|---------------------------
|                           
|                           
|(a)                        
|Name and
Principle
Position
|David Uppal                
|2005                       
|2004                       
|2003                       
|Peter Guest                
|2005                       
|2004                       
|2003                       

* The information in the above table is presented as at September 30 for each of the relevant years.

As of the date of this registration statement, we have not paid any bonuses or granted any stock awards, options or stock appreciation rights to any officer, director or employee. No options have been exercised. Under an arrangement to pay our sole officer and director, David Uppal, a management fee of $2,500 per month commencing October 2, 2004, we have recorded $24,470 for the year ended September 30, 2005 but to date have not paid him.

Director Compensation

No compensation was paid to directors for services rendered as a director.



Item 11. 	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the American United's issued and outstanding common stock owned as of December 31, 2005 by (i) each person who is known to us to be the beneficial owner of more than 5 percent of our common stock; (ii) named directors and executive officers; and (iii) all directors and executive offices of American United as a group. Unless otherwise indicated in the footnotes below on the table as subject to community property laws, where applicable, the persons as to whom the information is given has sole investment power over the shares of common stock shown as beneficially owned.

These calculations are based on a total issued and outstanding share capital as at February 20, 2006 of 11,184,761 common shares, and for each beneficial owner assumes conversion or exercise of all convertible securities held by the particular beneficial owner. All addresses below are c/o American United Gold Corporation, 555 Burrard Street, Suite 900, Vancouver, B.C., CANADA, V7X 1M8.

|NAME OF BENEFICIAL OWNER                                                                           | AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP | PERCENTAGE OF CLASS
|-------------------------------------------------------------------------------------------------- | ----------------------------------------- | -------------------
|B.D. G. Solvents Inc. , 1600 Boul. Henri Bourassa West, Suite 404, Montreal, PQ Canada H3M 3E2 (1) | 759,000                                   | 6.8%               
|Paul Uppal , 11032Scarborough Dr.
Delta, B.C.
V4C 7S5                                              | 2,235,000                                 | 19.9%              
|David Uppal, Director, CEO                                                                         | 2,285,000                                 | 20.4%              
|Directors and Officers as a Group (1 person)                                                       | 2,285,000                                 | 20.4%              

1.

Item 12. 	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Directors of American United are not currently compensated by us for meeting attendance or otherwise, but are entitled to reimbursement for their travel expenses. We do not pay additional amounts for committee participation or special assignments of the Board of Directors.

David Uppal, President, is currently the only full time executive and is not in receipt of any salary at this time but is entitled to reimbursement for his travel expenses, and other expenses related to his duties as officer. During the year ended September 30, 2005 no consulting fees were paid to Mr. Uppal.

Prior to fiscal 2005, the company borrowed $117,000 from Mr. Paul Uppal and an additional $117,000 from Mr. David Uppal by way of promissory notes. The loans from David Uppal and Paul Uppal provided funds for the acquisition of capital equipment, the refurbishing and operation of the plant as well as for general and administrative purposes. On March 11, 2004 we issued 1,170,000 pre-reverse split common shares to Paul Uppal, a former Officer and Director of the Company, in settlement of $117,000 of outstanding debt, and on the same date we issued 1,170,000 pre-reverse split common shares to David Uppal, an Officer and Director of the Company, in settlement of $117,000 of outstanding debt.

On March 11, 2004 we issued 3,200,000 pre-reverse split shares of the common stock to a former Director and Officer of the company, Paul Uppal and 3,200,000 pre-reverse split common shares to David Uppal, a current officer and Director. The stock was issued in connection with the previous acquisition of Micron Milling and Packaging Ltd. During fiscal 2001, we issued 3,200,000 shares of the common stock of a subsidiary to Paul Uppal and 3,200,000 shares of the common stock of a subsidiary to David R. Uppal. The shares issued to the Uppals carried the right of conversion into shares of American United on a one to one basis. During fiscal 2004 the Uppals exercised their right to conversion. Subsequent to the conversion the company undertook a reverse split of the common shares on a one new share for each two old shares. The issuance was made pursuant to an exemption under Section 4(2) of the Securities Act of 1933, as amended and did not involve a public offering.

Item 13. 	EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

|Exhibit No. | Description of Exhibit                                                                                                                                                                                                     | Manner of Filing                                                                                                                                                                                               
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)        | Articles of Incorporation of MPAC Corporation                                                                                                                                                                              | Incorporated by reference to Exhibit 2.1 from the registrants registration statement on Form 10-SB filed with the Securities and Exchange Commission on July 31, 2002 and amendments thereto (the "Form 10-SB")
|3(ii)       | By-Laws of MPAC Corporation                                                                                                                                                                                                | Incorporated by reference to Exhibit 2.2 on the Form 10-SB                                                                                                                                                     
|4.1         | Promissory Notes issued by MPAC to David Uppal                                                                                                                                                                             | Incorporated by reference to Exhibit 6.1 to the Form 10-SB                                                                                                                                                     
|4.2         | Promissory Notes issued by MPAC to Paul Uppal                                                                                                                                                                              | Incorporated by reference to Exhibit 6.2 to the Form 10-SB                                                                                                                                                     
|10.1        | Share Exchange Agreement between 805332 Alberta Ltd., MPAC Corporation, Paul Uppal, David Uppal and Micron Milling and Packaging Company Ltd.                                                                              | Incorporated by reference to Exhibit 10.2 to the Form 10-SB                                                                                                                                                    
|16          | Letter from Hay & Watson, Chartered Accountants on change in certifying accountant                                                                                                                                         | Incorporated by reference to Exhibit 16 on Form 8-K filed with the Securities and Exchange Commission on March 31, 2003.                                                                                       
|21.1        | Subsidiaries of the Registrant.                                                                                                                                                                                            | Incorporated by reference to Exhibit 21 of the Form 10-SB.                                                                                                                                                     
|99.1
10.1   | Certification required pursuant to section 906 of the Sarbanes-Oxley Act.
Share Exchange Agreement between American United Gold Corporation, ANDERSON GOLD (CHINA) INC., ANDERSON GOLD TRUST, ROCKY TRUST, GRIFFITH TRUST. | Filed herewith
Incorporated by reference to Exhibit 16 on Form 8-K filed with the Securities and Exchange Commission on December 21, 2004 and February 16, 2005.                                               
|            |                                                                                                                                                                                                                            |                                                                                                                                                                                                                



(b)

The registrant filed a current report on Form 8-K on October 7, 2004 under Items at5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS, and Item 9.01: FINANCIAL STATEMENTS AND EXHIBITS, reporting the an amendment to the Articles of Incorporation with the State of Nevada changing the name of the Registrant to "United American Gold Corporation" and reporting a reverse stock split.

The Registrant filed a Current Report on Form 8-K dated December 3, 2004 under Items 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS, regarding the appointment of new Directors and Officers.

The Registrant filed a Current Report on Form 8-K dated December 21, 2004 under Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT and Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS, regarding the entering into of an Agreement to acquire 100% of the outstanding shares in Anderson Gold (China) Inc.

The Registrant filed a Current Report on Form 8-K/A dated February 16, 2005 under Item 1.01 and Item 9.01 which constituted an amendment to the Form 8-K filed December 21, 2004.

The Registrant filed a Current Report on Form 8-K dated November 17, 2005 under Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT AND ITEM, and Item 5.02: DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS, regarding the termination of the Agreement to acquire Anderson Gold (China) Inc. and the resignation of certain Directors and Officers and the appointment of a new Officer and Director.

Item 14. 	CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. Based on the evaluation of the Company's disclosure controls and procedures as of a date within 90 days of the filing date of this Annual Report on Form 10-KSB, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 7, 2006, 2006.

American United Gold Corporation

By: /s/ David R. Uppal

David Uppal, President

In accordance with the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated, on March 7, 2006, 2006.

|Signature              | Title                  | Date         
|---------------------- | ---------------------- | -------------
|By: /s/ David R. Uppal | Director and President | March 7, 2006



























AMERICAN UNITED GOLD CORPORATION

(Formerly MPAC RESOURCES CORPORATION)

(A Development Stage Company)

FINANCIAL STATEMENTS

September 30, 2005 and 2004

(Stated in US Dollars)





















|Keith Margetson, CA | K. R. Margetson Ltd.
|------------------- | --------------------
|                    | Chartered Accountant



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders,

American United Gold Corporation (Formerly MPAC Resources Corporation)

I have audited the accompanying balance sheets of American United Gold Corporation (Formerly MPAC Resources Corporation) (A Development Stage Company) as of September 30, 2005 and the related statements of operations, stockholders' deficiency and cash flows for the year ended September 30, 2005 and for the period from October 1, 2002 (Date of Inception of development stage) to September 30, 2005. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, these financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2005 and the results of its operations and its cash flows for the year ended September 30, 2005 and for the period from October 1, 2002 (Date of inception of development stage) to September 30, 2005 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared using accounting principles generally accepted in the Unites States of America assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is a development stage company and has incurred substantial losses, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to their planned financing and other matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

|Sechelt, Canada   | "K R. Margetson Ltd."
|----------------- | ---------------------
|February 15, 2006 | Chartered Accountant 



|Po Box 45, 5588 Inlet Avenue | Telephone:  604-885-2810    
|---------------------------- | ----------------------------
|Sechelt, BC v0n 3a0          | Facsimile:  604-885-2834    
|canada                       | EMAIL: keith@krmargetson.com

















































|A PARTNERSHIP OF INCORPORATEDPROFESSIONALS | Amisano Hanson       
|------------------------------------------ | ---------------------
|                                           | Chartered Accountants



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,

American United Gold Corporation (Formerly MPAC Resources Corporation)

We have audited the accompanying consolidated balance sheet of American United Gold Corporation (Formerly MPAC Resources Corporation) (A Development Stage Company) and subsidiaries as of September 30, 2004 and the related consolidated statements of operations, stockholders' deficiency and cash flows for the year ended September 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). 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. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2004 and the results of its operations and its cash flows for the year ended September 30, 2004 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared using accounting principles generally accepted in the Unites States of America assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company is a development stage company and has incurred substantial losses, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to their planned financing and other matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As described in Note 12 to the financial statements, the accompanying financial statements of American United Gold Corporation as of September 30, 2004 and for the year then ended have been restated.

|Vancouver, Canada                                                    | "AMISANO HANSON"     
|-------------------------------------------------------------------- | ---------------------
|January 6, 2005, except as to Note 12,
which is as of March 2, 2006. | Chartered Accountants







AMERICAN UNITED GOLD CORPORATION

(Formerly MPAC RESOURCES CORPORATION)

(A Development Stage Company)

BALANCE SHEETS

September 30, 2005 and 2004 (restated)

(Stated in US Dollars)

|ASSETS                                                                | 2005        | 2004 (restated)
|--------------------------------------------------------------------- | ----------- | ---------------
|Current                                                               |             |                
|Cash and cash equivalents                                             | $	863       | $	4,572        
|Receivables                                                           | --          | 412            
|                                                                      |             |                
|                                                                      | $	863       | $	4,984        
|                                                                      |             |                
|LIABILITIES                                                          
|Current                                                               |             |                
|Accounts payable and accrued liabilities - Notes 3 and 9              | $197,593    | $170,688       
|Loans payable - Note 9                                                | 8,603       | 12,123         
|Demand loans - Note 4                                                 | 166,910     | 184,919        
|                                                                      |             |                
|                                                                      | 373,106     | 367,730        
|                                                                      |             |                
|STOCKHOLDERS' DEFICIENCY                                             
|                                                                     
|Capital Stock - Notes 5 and 13                                        |             |                
|Common stock: 100,000,000 authorized shares,
with par value of $0.001 |             |                
|11,184,761 (2004: 10,659,761) shares issued and outstanding           | 11,184      | 10,659         
|Additional paid-in capital                                            | 1,875,461   | 1,797,236      
|Deficit accumulated during the development stage                      | (859,031)   | (792,631)      
|Accumulated other comprehensive loss                                  | (137,922)   | (116,075)      
|Accumulated deficit                                                   | (1,261,935) | (1,261,935 )   
|                                                                      |             |                
|                                                                      | (372,243)   | ( 362,746)     
|                                                                      |             |                
|                                                                      | $	863       | $	4,984        
|                                                                      |             |                

Going Concern - Note 1

Subsequent Events - Note 14



|APPROVED BY THE BOARD: |          | 
|---------------------- | -------- | 
|                       |          | 
|                       |          | 
|"Dave Uppal"           | Director | 



AMERICAN UNITED GOLD CORPORATION

(Formerly MPAC RESOURCES CORPORATION)

(A Development Stage Company)

STATEMENTS OF OPERATIONS and COMPREHENSIVE LOSS

for the years ended September 30, 2005 and 2004 (restated) and

for the period from October 1, 2002

(Date of Inception of Development Stage)

to September 30, 2005

(Stated in US Dollars)

|                                               | 2005        | 2004 (restated) | For the period from October 1, 2002
(Date of Inception of Development Stage) to September 30, 2005
|---------------------------------------------- | ----------- | --------------- | --------------------------------------------------------------------------------------------------
|                                               |             |                 |                                                                                                   
|Expenses (Recoveries)                          |             |                 |                                                                                                   
|Accounting and auditing fees                   | $30,093     | $23,331         | $72,509                                                                                           
|Financing fees - Note 5                        | 18,750      |                 | 18,750                                                                                            
|Foreign exchange loss                          | --          | 237             | 393                                                                                               
|Gain on write-off of accounts payable - Note 9 | --          | (42,619)        | (42,619)                                                                                          
|General and administrative                     | 3,869       | 14,473          | 23,361                                                                                            
|Investor relations                             | 11,766      | --              | 11,766                                                                                            
|Legal fees                                     | 9,666       | 23,869          | 51,781                                                                                            
|Management fees - Note 9                       | 24,470      | 90,696          | 156,685                                                                                           
|                                               |             |                 |                                                                                                   
|                                               | ( 98,614)   | ( 109,987)      | ( 292,626)                                                                                        
|Other income (expenses)                        |             |                 |                                                                                                   
|Interest on long term debt                     | (6,751)     | (13,201)        | (40,167)                                                                                          
|Recovery of interest - Note 4                  | 38,965      |                 | 38,965                                                                                            
|                                               |             |                 |                                                                                                   
|Loss from continuing operations                | (66,400)    | (123,188)       | (293,828)                                                                                         
|                                               |             |                 |                                                                                                   
|Loss from discontinued operations - Note 10    | --          | ( 552,531)      | ( 565,203)                                                                                        
|                                               |             |                 |                                                                                                   
|Net loss for the year                          | ( 66,400)   | ( 675,719)      | ( 859,031)                                                                                        
|Other comprehensive loss                       |             |                 |                                                                                                   
|Foreign currency adjustment                    | ( 21,847)   | ( 98,668)       | ( 137,922)                                                                                        
|                                               |             |                 |                                                                                                   
|Comprehensive loss                             | $ ( 88,247) | $ ( 774,387)    | $ (996,953)                                                                                       
|                                               |             |                 |                                                                                                   

.../cont'd

Continued





















AMERICAN UNITED GOLD CORPORATION

(Formerly MPAC RESOURCES CORPORATION)

(A Development Stage Company)

STATEMENTS OF OPERATIONS and COMPREHENSIVE LOSS

for the years ended September 30, 2005 and 2004 (restated) and

for the period from October 1, 2002

(Date of Inception of Development Stage)

to September 30, 2005

(Stated in US Dollars)





|                                                              | 2005       | 2004 (restated)
|------------------------------------------------------------- | ---------- | ---------------
|Basic and diluted loss per share from continuing operations   | $( 	Nil )  | $	( 0.02)      
|                                                              |            |                
|Basic and diluted loss per share from discontinued operations | ( 	Nil )   | ( 0.07)        
|                                                              |            |                
|Basic and diluted loss per share                              | $(	Nil )   | $(	0.09)       
|                                                              |            |                
|Weighted average number of shares outstanding                 | 10,928,254 | 7,246,536      
|                                                              |            |                









AMERICAN UNITED GOLD CORPORATION

(Formerly MPAC RESOURCES CORPORATION)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

for the years ended September 30, 2005 and 2004 (restated) and

for the period from October 1, 2002

(Date of Inception of Development Stage)

to September 30, 2005

(Stated in US Dollars)



|                                                                                         | 2005      | 2004 (restated) | For the period from October 1, 2002
(Date of Inception of Development Stage) to September 30, 2005
|---------------------------------------------------------------------------------------- | --------- | --------------- | --------------------------------------------------------------------------------------------------
|Operating Activities                                                                     |           |                 |                                                                                                   
|Net loss for the year                                                                    | $(66,400) | $(675,719)      | $(859,031)                                                                                        
|Adjustment to reconcile net loss to net cash
provided by (used in) operating activities: |           |                 |                                                                                                   
|Loss on discontinued operations                                                          |           | 552,531         | 565,203                                                                                           
|Gain on write-off of accounts payable                                                    |           | ( 42,619)       | ( 42,619)                                                                                         
|Financing fees                                                                           | 8,750     |                 | 8,750                                                                                             
|Changes in non-cash working capital balances
consist of:                                 |           |                 |                                                                                                   
|Receivables                                                                              | 412       | ( 67)           | --                                                                                                
|Accounts payable and accrued liabilities                                                 | 26,905    | 51,769          | 211,156                                                                                           
|                                                                                         |           |                 |                                                                                                   
|Net cash provided by (used in) operating
activities                                      | (20,333)  | (114,105)       | (106,541)                                                                                         
|                                                                                         |           |                 |                                                                                                   
|Financing Activities                                                                     |           |                 |                                                                                                   
|Increase (decrease) in loans payable                                                     | (3,520)   | 12,123          | 8,603                                                                                             
|Increase (decrease) in demand loans                                                      | ( 18,009) | 67,662          | 602                                                                                               
|Issue of common shares for cash                                                          | 60,000    | 106,450         | 166,450                                                                                           
|                                                                                         |           |                 |                                                                                                   
|Net cash provided by (used in) financing
activities                                      | 38,471    | 186,235         | 175,655                                                                                           
|                                                                                         |           |                 |                                                                                                   



...Cont'd.

































Continued



AMERICAN UNITED GOLD CORPORATION

(Formerly MPAC RESOURCES CORPORATION)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

for the years ended September 30, 2005 and 2004 (restated) and

for the period from October 1, 2002

(Date of Inception of Development Stage)

to September 30, 2005

(Stated in US Dollars)



|                                                       | 2005     | 2004 (restated) | For the period from October 1, 2002
(Date of Inception of Development Stage) to September 30, 2005
|------------------------------------------------------ | -------- | --------------- | --------------------------------------------------------------------------------------------------
|Increase (decrease) in cash from continuing operations | 18,138   | $72,130         | $69,114                                                                                           
|Decrease in cash from discontinued operations - Note 9 |          | (19,383)        | -                                                                                                 
|                                                       |          |                 |                                                                                                   
|Decrease in cash and cash equivalents during the year  | 18,138   | 52,747          | 69,114                                                                                            
|Foreign Exchange translation                           | (21,847) | (67,558)        | (112,020)                                                                                         
|                                                       |          |                 |                                                                                                   
|                                                       | (	3,709) | (14,811)        | (42,906)                                                                                          
|Cash and cash equivalents, beginning of the year       | 4,572    | 19,383          | 43,769                                                                                            
|                                                       |          |                 |                                                                                                   
|Cash and cash equivalents, end of the year             | $	863    | $	4,572         | 863                                                                                               
|                                                       |          |                 |                                                                                                   
|Cash is compromised as follows:                        |          |                 |                                                                                                   
|- Continuing operations                                | $	863    | $	4,572         | $	 863                                                                                            
|- Discontinued operations                              | -        | -               | -                                                                                                 
|                                                       |          |                 |                                                                                                   
|Cash, end of the year                                  | $	863    | $	4,572         | $	863                                                                                             
|                                                       |          |                 |                                                                                                   
|Supplemented disclosure of cash flow
information:      |          |                 |                                                                                                   
|Cash paid for:                                         |          |                 |                                                                                                   
|Interest                                               | $	-      | $	-             | $	586                                                                                             
|                                                       |          |                 |                                                                                                   
|Income taxes                                           | $	-      | $	-             | $	-                                                                                               
|                                                       |          |                 |                                                                                                   

Non-cash Transactions - Note 11

AMERICAN UNITED GOLD CORPORATION

(Formerly MPAC RESOURCES CORPORATION)

(A Development Stage Company)

STATEMENT OF

STOCKHOLDERS' DEFICIENCY

for the years ended September 30, 2004 (restated) to September 30, 2005

(Stated in US Dollars)

|                                                                  | Note 1       | Additional |            | Deficit Accumulated During the | Accumulated Other |             |             
|----------------------------------------------------------------- | ------------ | ---------- | ---------- | ------------------------------ | ----------------- | ----------- | ------------
|                                                                  | Common Stock | Paid-in    | Shares     | Development                    | Comprehensive     | Accumulated |             
|                                                                  | Shares       | Amount     | Capital    | Allotted                       | Stage             | Loss        | Deficit     
|                                                                  |              |            |            |                                |                   |             |             
|Balance, September 30, 2003                                       | 4,145,761    | $ 4,146    | $ 609,999  | $4,370                         | $(116,912)        | $ (	17,407) | $(1,261,935)
|Pursuant to debt settlement agreements                            | 2,236,500    | 2,237      | 445,063    | -                              | -                 | -           | -           
|Pursuant to an acquisition agreement                              | 3,200,000    | 3,200      | 636,800    | ( 4,370)                       | -                 | -           | -           
|Pursuant to a private placement                                   | 1,077,500    | 1,076      | 105,374    | -                              | -                 | -           | -           
|Net loss for the year ended September 30, 2004                    | -            | -          | -          | -                              | (675,719)         | -           | -           
|Other comprehensive income for the year ended September 30, 2004  | -            | -          | -          | -                              | -                 | (	98,668)   | -           
|                                                                  |              |            |            |                                |                   |             |             
|Balance, September 30, 2004                                       | 10,659,761   | $10,659    | $1,797,236 | $	-                            | $(792,631)        | $(	116,075) | $(1,261,935)
|                                                                  |              |            |            |                                |                   |             |             
|Pursuant to a private placement                                   | 400,000      | 400        | 59,600     | -                              | -                 | -           | -           
|Previously allotted, issued upon
conversion rights exercised      | 125,000      | 125        | 18,625     | -                              | -                 | -           | -           
|Net Loss for the year ended
30th September 2005                   | -            | -          | -          | -                              | (66,400)          | -           | -           
|Other Comprehensive Income for the year ended 30th September 2005 | -            | -          | -          | -                              | -                 | (	21,847)   | -           
|                                                                  |              |            |            |                                |                   |             |             
|Balance, September 30, 2005                                       | 11,184,761   | $11,184    | $1,875,461 | $-                             | $(859,031)        | $(	137,922) | $(1,261,935)
|                                                                  |              |            |            |                                |                   |             |             

On October 7, 2004, the Company consolidated its common stock on a 1 for 2 basis and has re-stated the prior years to reflect this.

SEE ACCOMPANYING NOTES



AMERICAN UNITED GOLD CORPORATION

(Formerly MPAC RESOURCES CORPORATION)

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2005 and 2004 (restated)

(Stated in US Dollars)



Note 1	Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the U.S. and have been consistently applied in the preparation of the financial statements.

Accounting Methods

The Company's financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Going Concern

These financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has a working capital deficiency of $372,243, has accumulated losses of $2,258,838 as at September 30, 2005, has yet to achieve profitable operations and requires additional capital in order to remain a going concern. The continuation of the Company is dependent on its ability to obtain the necessary capital to achieve profitability and to meet the requirements, from time to time, of lenders, if any, who are willing to provide this financing. The Company believes that its operations will generate additional funds and that it will be able to obtain additional capital primarily through the issue of shares and debt from outside investors and management.

These financial statements do not reflect the adjustments or reclassifications to the assets and liabilities which would be necessary if the Company was unable to continue its operations.

Operations

The Company was incorporated on June 18, 1998 in Nevada, U.S.A. and commenced operations in October 1998. On April 21, 2004, the Company changed its name from MPAC Corporation to MPAC Resources Corporation. On October 7, 2004, the Company consolidated its capital stock on a 1 for 2 basis and changed its name to American United Gold Corporation.

The Company's wholly-owned subsidiary company, 805332 Alberta Ltd. ("805332"), was incorporated on October 29, 1998 in Alberta, Canada and its 99.99% owned subsidiary company, Micron Milling & Packaging Company Ltd. ("Micron"), was incorporated on August 20, 1998 in Alberta, Canada. These financial statements include the accounts of the Company, 805332 and Micron, to the date of its disposition on May 10, 2004 (Note 10). Subsequent to that date, the statements are not consolidated as 805332 lapsed and was struck from the Registrar of Companies (Alberta).

Note 1	Summary of Significant Accounting Policies - (cont'd)

Operations - cont'd

During the year ended September 30, 2002, the Company reduced the carrying value of its manufacturing facility and related assets held in Micron to a nominal value and during the year ended September 30, 2003 wrote them off when it abandoned all claims to the assets. The Company did not intend to pursue Micron's business of production of sulphur fungicide and commenced the search for other business possibilities. Consequently, effective October 1, 2002, the Company became a development stage company.

During the year ended September 30, 2005, the Company disposed of Micron (Note 10) and commenced operations as a precious metals development company with a strategy to acquire resource properties that have indicated mineral resources and require further exploration or development work. To date no properties have been acquired (Note 14)

Cash Equivalents

Cash equivalents are defined as highly liquid securities with maturities of three months or less.

Capital Assets

Capital assets were recorded at cost. Depreciation is recorded at annual rates considered adequate to amortize the cost of the assets over their estimated useful lives.

The Company reports the impairment of long-lived assets and certain identifiable intangibles in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets". Certain long-lived assets and identifiable intangibles held by the Company are reviewed for impairment whenever assets or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Accordingly, an impairment loss is recognized in the period it is determined.

Management periodically reviews the recoverability of long-lived assets based upon anticipated future cash flows generated from such assets. The assets are subsequently adjusted to reflect a valuation of the lower of cost or the net recoverable amounts calculated on an undiscounted cash flow basis.

Development Stage

The company is a development stage company defined in Financial Accounting Standard Board Statement No.7.

Foreign Currency Translation

The Company translates its financial statements from the functional currency, Canadian dollars, into the reporting currency, U.S. dollars, using the current rate of exchange method pursuant to the Statement of Financial Accounting Standards No. 52 "Foreign Currency Translation".

Note 1	Summary of Significant Accounting Policies - (cont'd)

Foreign Currency Translation - (cont'd)

Assets and liabilities denominated in foreign currencies are translated into U.S. dollars, at the rate of exchange prevailing at the balance sheet date. Revenue and expense items are translated at exchange rates prevailing at the time of the transaction. Translation adjustments resulting from this process, if any, are reported separately and are accumulated as other comprehensive income, a component of shareholders' equity.

Foreign currency transactions are transactions denominated in a currency other than the entities functional currency. Foreign currency transactions gains or losses are included in net loss for the year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management's best knowledge of current events and actions the Company may undertake in the future, actual results may ultimately differ from the estimates. Management believes such estimates to be reasonable.

Basic and Diluted Loss Per Share

The Company reports basic loss per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share" and International Accounting Standards IAS 33. Basic loss per share is computed using the weighted average number of shares outstanding during the year. Diluted earning's per share includes the potentially dilutive effect of outstanding common stock options and warrants which are convertible to common shares. (Diluted loss per share has not been provided for 2004 and 2003 as it would be anti-dilutive).

Income Taxes

The Company follows Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes"("FAS 109") which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when

Note 1	Summary of Significant Accounting Policies - (cont'd)

Environmental Costs - (cont'd)

environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of:

1. completion of a feasibility study; or
2. the Company's commitment to a plan of action based on the then known facts.

Financial Instruments

The carrying value of the Company's financial instruments, consisting of cash and cash equivalents, receivables, accounts payable and accrued liabilities, loans payable and demand loans approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Currency Risks

The Company incurs expenditures in Canadian and U.S. dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations. As at September 30, 2005, cash totalling $713 (2004: $5,804), accounts payable totalling $141,762 (2004: $54,527), loans payable totalling $15,795 (2004: $15,295) and demand loans totalling $193,799 (2004: $233,294) denominated in Canadian dollars are included in these financial statements.

Stock-based Compensation

In December 2004, the Financial Accounting Standards Board issued a revision to Statement of Financial Accounting Standards No 123R, "Accounting for Stock Based Compensation." This statement supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees," and its related guidance. This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement does not change the accounting guidance for share based payment transactions with parties other than employees provided in Statement of Financial Accounting Standards No. 123. This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans." The Company has not yet determined the impact to its financial statement from the adoption of this statement.

The Company accounts for stock issued for compensation in accordance with APB 25, "Accounting for Stock Issued to Employees." Under this standard, compensation cost is the difference between the exercise price of the option and fair market of the underlying stock on the grant date and is recognized when options are exercised. In accordance with Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation," the Company provides the pro

Summary of Significant Accounting Policies - (cont'd)

Stock - based Compensation - (cont'd)

forma effects on net income and earnings per share as if compensation had been measured using the "fair value method" described therein. (Note 7)

Effective for the year ended September 30, 2006, the Company will include in operations the fair value of stock-based compensation using the transitional provisions of SFAS No. 148. Under those provisions, the change in policy will be applied on a prospective basis with no retroactive restatement of the prior years. Compensation associated with unvested options will be recorded in the year the options vest.

Recent Accounting pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153. This statement addresses the measurement of exchanges of nonmonetary assets. The guidance in Accounting Principles Board Opinion No. 29, "Accounting for Nonmonetary Transactions," is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that opinion, however, included certain exceptions to that principle. This statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years begin after the date of this statement is issued. Management believes the adoption of this statement will have no immediate impact on the financial statement of the Company.

In May 2005, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 154, "Accounting Changes and Error Corrections", which replaces Accounting Principles Board Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements - An Amendment of APB opinion No 28." SFAS No. 154 provides guidance on accounting for and reporting changes in accounting principle and error corrections. SFAS No. 154 requires that changes in accounting principle be applied retrospectively to prior period financial statements and is effective for fiscal years beginning after December 15, 2005. See Note 12.

Note 2	Capital Assets

The Company had reduced the carrying value of the capital assets by $162,517 at September 30, 2002, to a nominal amount, as the assets were seized by a creditor. During the year ended September 30, 2003, the Company abandoned all claims to the capital assets and wrote-off the remaining $4.

Summary of Significant Accounting Policies - (cont'd)

Note 3	Accounts Payable and Accrued Liabilities



|                          | 2005      | 2004 (restated)
|------------------------- | --------- | ---------------
|                          |           |                
|Trade accounts payable    | $	5,572   | $	4,977        
|Professional fees payable | 192,021   | 165,711        
|                          |           |                
|                          | $	197,593 | $	170,688      
|                          |           |                

Note 4	Demand Loans

The demand loans bear interest at 4.5% per annum (10% in 2004), are unsecured and are payable on demand. During the year, the Company, through court order, reduced the interest rate and the principal outstanding.

Note 5	Capital Stock

During the year ended September 30, 2005, the Company issued 2,236,500 common shares at $0.20 per share to settle loans payable from continuing operations totalling $213,300 and $234,000 of loans included in discontinued operations

During the year ended September 30, 2004, the Company issued 3,200,000 common shares previously allotted during the year ended September 30, 2000 pursuant to the acquisition of Micron.

During the year ended September 30, 2004, the Company received $106,450 pursuant to private placement agreement to issue 400,000 shares.

During the year ended September 20, 2005, the Company issued 125,000 common shares previously allotted with respect to a finders' fee. These shares were issued upon the holders exercising their conversion rights. The transaction has been recorded at fair market value.

During the year ended September 30, 2005, the Company received $60,000 pursuant to a private placement agreement to issue 400,000 shares.

Note 6	Stock-based Compensation Plan

The Company has granted employees and directors common stock purchase options. These options are granted with an exercise price equal to the market price of the Company's stock on the date of the grant.

Note 6	Stock-based Compensation Plan - (cont'd)

A summary of the status of the stock option plan as of September 30, 2005 and 2004 and changes 	during the years then ended is presented below:



|                                 | September 30, 2005 |          | September 30, 2004)
|-------------------------------- | ------------------ | -------- | -------------------
|                                 |                    | Weighted |                    
|                                 |                    | Average  |                    
|                                 |                    | Exercise |                    
|                                 | Shares             | Price    |                    
|                                 |                    |          |                    
|Outstanding at beginning of
year | -                  | -        |                    
|Granted                          | -                  | -        |                    
|Cancelled                        | -                  | -        |                    
|                                 |                    |          |                    
|Options outstanding end of year  | -                  | -        |                    
|                                 |                    |          |                    

The compensation charge associated with directors' options in the amount of $488,000 is not recognized in the financial statements, but included in the pro-forma amounts below. These compensation charges have been determined under the fair value method, using the Black-Scholes option pricing model with the following assumptions:

Weighted average fair value of options granted	$0.16

Expected dividend yield	0.0%

Expected volatility	120.4%

Risk-free interest rate	3.75%

Expected term in years	5.0

Had the fair value method been used for those options issued to directors, the Company's net loss and loss per share would have been adjusted to the pro-forma amounts indicated below:



|                                                | Year ended     
|----------------------------------------------- | ---------------
|                                                | September 30,  
|                                                | 2004 (restated)
|                                                |                
|Net loss				As reported                         | $(655,284)     
|Pro-forma                                       | $(1,143,284)   
|Basic and diluted loss per share				As reported | $(.09)         
|Pro-forma                                       | $(.16)         
|                                                |                





Note 7	Deferred Tax Assets

The following table summarizes the significant components of the Company's deferred tax assets:



|                                           | 2005      | 2004 (restated)
|------------------------------------------ | --------- | ---------------
|                                           |           |                
|Deferred Tax Assets                        |           |                
|Net operating loss carry-forward           | $560,000  | $512,000       
|                                           |           |                
|Gross deferred tax assets                  | $145,382  | $133,012       
|Valuation allowance for deferred tax asset | (145,382) | ( 133,012)     
|                                           |           |                
|                                           | $	-       | $	-            
|                                           |           |                
|                                           |           |                

The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards which is more likely-than-not to be realized from future operations. For the years ended September 30, 2005 and 2004 management of the Company chose to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.

Note 8	Income Taxes

The Company has incurred losses for US income tax purposes of approximately $560,000 which can be carried forward to reduce taxable income in future years to 2026. The potential income tax benefits of these losses, if any, have not been recognized in these financial statements.



Note 9	Related Party Transactions



During the years ended September 30, 2005 and 2004 and the period from October 1, 2002 (Date of Inception of Development Stage) to September 30, 2005 the Company incurred the following expenses charged by companies with former common directors and with former directors of the Company:



|                | 2005     | 2004 (restated) | For the period from October 1, 2002
(Date of Inception of Development Stage) to September, 30, 2005
|--------------- | -------- | --------------- | ---------------------------------------------------------------------------------------------------
|                |          |                 |                                                                                                    
|Management fees | $ 24,470 | $ 90,696        | $ 156,685                                                                                          
|                |          |                 |                                                                                                    
|                |          |                 |                                                                                                    



Note 9	Related Party Transactions - cont'd

During the year ended September 30, 2005, the Company recorded a gain on the write-off of accounts payable of $NIL (2004: $42,619). This amount was due to a company with a common former director. These charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties.

Included in accounts payable is $25,838 (2004: $NIL) owing to a significant shareholder and director of the Company.

Included in loans payable at September 30, 2005 is $8,603 (2004:  $12,123) owing to a significant shareholder and director of the Company. These loans are unsecured, non-interest bearing and have no specific terms for repayment.

Note 10	Discontinued Operations

On May 10, 2004, the Company disposed of its inactive wholly-owned subsidiary, Micron Milling and Packaging Company Ltd. ("Micron") to a former director of the Company for $1. For the year ended September 30, 2004 the Company had shown costs related to Micron as discontinued operations, including the issuance of 3,200,000 common shares at $0.20 per share, such shares having previously been allotted. The gain on disposal of Micron was determined as follows:



|Proceeds                                        | $	1      | 
|----------------------------------------------- | -------- | 
|                                                |          | 
|Net asset deficiency of subsidiary disposed of: |          | 
|Current assets                                  | 11,721   | 
|Current liabilities                             | (96,261) | 
|                                                |          | 
|                                                | (84,540) | 
|                                                |          | 
|Gain on disposal of subsidiary                  | $84,541  | 
|                                                |          | 

The balance sheets include the following amounts related to the discontinued operations of Micron.



|                                               |  | September 30,  
|---------------------------------------------- |  | ---------------
|                                               |  | 2004 (restated)
|                                               |  |                
|Cash and cash equivalents                      |  | $	-            
|Accounts receivable                            |  | -              
|                                               |  |                
|Current assets of discontinued operations      |  | $	-            
|                                               |  |                
|Accounts payable                               |  | $	-            
|Demand loans                                   |  | -              
|                                               |  |                
|Current liabilities of discontinued operations |  | $	-            
|                                               |  |                





Note 10	Discontinued Operations - (cont'd)

Cash flows from discontinued operations were as follows:



|                                                                           |  |               | October 1,     
|-------------------------------------------------------------------------- |  | ------------- | ---------------
|                                                                           |  |               | 2002 (Date of  
|                                                                           |  |               | Inception of   
|                                                                           |  |               | Development    
|                                                                           |  |               | Stage) To      
|                                                                           |  | September 30, | September 30,  
|                                                                           |  |               | 2004 (restated)
|                                                                           |  |               |                
|Operating Activities                                                       |  |               |                
|Net loss for the year                                                      |  |               | $(552,531)     
|Items not involving cash:                                                  |  |               |                
|Gain on disposal of subsidiary                                             |  |               | (84,541)       
|Foreign exchange                                                           |  |               | (284)          
|Share issuance on disposal                                                 |  |               | 635,630        
|Changes in non-cash working capital balances consist of:                   |  |               |                
|Accounts receivable                                                        |  |               | 1,690          
|Investment tax credits receivable                                          |  |               | -              
|Prepaid expenses                                                           |  |               | -              
|Accounts payable and accrued liabilities                                   |  |               | (7,626)        
|Demand loans                                                               |  |               | -              
|Due to shareholders                                                        |  |               | -              
|                                                                           |  |               |                
|                                                                           |  |               | (7,662)        
|                                                                           |  |               |                
|Increase (decrease) in cash from
discontinued operations prior to disposal |  |               | (7,662)        
|Cash balance of subsidiary on disposal                                     |  |               | (11,721)       
|                                                                           |  |               |                
|Increase (decrease) in cash from
discontinued operations during the year   |  |               | $(19,383)      
|                                                                           |  |               |                





Note 10	Discontinued Operations - (cont'd)

Loss from discontinued operations was determined as follows:



|                               |               | October 1,                         
|------------------------------ | ------------- | -----------------------------------
|                               |               | 2002 (Date of                      
|                               |               | Inception of                       
|                               | September 30, | Development Stage) to September 30,
|                               |               | 2004 (restated)                    
|                               |               |                                    
|Expenses                       |               |                                    
|Bank charges and interest      |               | $	478                              
|Consulting fees                |               | -                                  
|General and administrative     |               | 61                                 
|Interest on long-term debt     |               | -                                  
|Legal fees                     |               | -                                  
|Management fees                |               | 903                                
|Other income                   |               | -                                  
|Rent                           |               | -                                  
|Travel                         |               | -                                  
|Wages                          |               | -                                  
|                               |               |                                    
|Loss before other items        |               | (	1,442)                           
|Other items                    |               |                                    
|Gain on disposal of subsidiary |               | 84,541                             
|Share issuance on disposal     |               | (	635,630)                         
|                               |               |                                    
|                               |               | $(	552,531)                        
|                               |               |                                    

Note 11	Non-cash Transactions

Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows.

During the year ended September 30, 2004, the following transactions were excluded from the statement of cash flows:

The Company issued 2,236,500 common shares at $0.20 per share to settle loans payable from continuing operations totalling $213,300 and $234,000 of loans included in discontinued operations.



Note 11	Non-cash Transactions - (cont'd)

-	The Company issued 3,200,000 common shares at $0.20 per share ($640,000) pursuant to the former shareholders of 805332 Alberta Ltd. converting their shares to that of the Company. The amount added to share capital is net of the nominal amount previously recorded.

Note 12	Restatement of Prior Periods

Without necessarily concurring with the position of a creditor, the Company has retroactively recognized a disputed liability of $37,770, as at September 30, 2004.

A liability of $20,435 owing from 805332 was previously recognized in the accounts as at September 30, 2003 and 2004. This liability has been eliminated as 805332 was struck from the Registrar of Companies (Alberta) in April, 2003 and is no longer consolidated into the accompanying financial statements.

The retroactive recognition of these two events has resulted in the restatement of the following accounts for the year ended September 30, 2004:



|                                                                                       | Previously
Reported | Adjusted Balance
|-------------------------------------------------------------------------------------- | ------------------- | ----------------
|                                                                                       |                     |                 
|Accounts payable                                                                       | $153,353            | $$170,688       
|Loss from discontinued operations - year                                               | $(514,761)          | $(552,531)      
|Loss from discontinued operations - during the development stage                       | $(47,868)           | $(565,203)      
|Net loss for the year                                                                  | $(637,949)          | $(675,719)      
|Comprehensive loss - year                                                              | $(736,617)          | $(774,387)      
|Comprehensive loss - during the development stage                                      | $(891,371)          | $(908,706)      
|Deficit accumulated during the development stage
- opening balance, September 30, 2003 | $(137,347)          | $(116,912)      
|- closing balance, September 30, 2004                                                  | $( 775,296)         | $(792,631)      

Note 13	Comparative figures

Certain of the comparative figures have been reclassified to conform with the presentation adopted for the current period.

Note 14	Subsequent Events - Note 1

By an agreement dated December 17, 2004, the Company had the option to acquire 100% of the outstanding shares of Anderson Gold (China) Inc. ("Anderson Gold"), a company related at the time by way of common directors. In order to exercise this option, the Company had to make exploration expenditures of up to $1,780,000, make cash payments to Anderson Gold of up to $230,000 and issue to the owners of Anderson Gold 10,000,000 of the Company's common shares. No expenditures were made during fiscal 2005 and subsequent to the year end, the Company formally terminated the agreement with Anderson Gold (China) Ltd.