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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-KSB

(Mark One) x Annual Report Pursuant To Section
  13 Or 15(D) Of The Securities Exchange Act Of 1934

For the fiscal year ended December 31, 2004

 ̈ Transition
  Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the transition period from _____ to _____

COMMISSION FILE NUMBER: 0-25827

LINCOLN GOLD CORPORATION
  (Name of small business issuer in its charter)

|Nevada                                                         | 88-0419475                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

|Suite 306, 1140 Homer Street             |           
|---------------------------------------- | ----------
|Vancouver, British Columbia, Canada      | V6B 2X6   
|(Address of principal executive offices) | (Zip Code)

(604) 689-1659
  Issuer’s telephone number

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

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 per share

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Exchange Act during the past 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  ̈

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of registrant’s 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.  ̈

State issuer’s revenues for its most recent fiscal year
  $NIL

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was sold, or the average bid and asked price of such common
  equity, as of a specified date within the past 60 days. (See definition of affiliate
  in Rule 12b-2 of the Exchange Act.) $21,942,340 as of April 13, 2005

State the number of shares outstanding of each of the issuer’s
  classes of common equity, as of the latest practicable date. 41,558,000 shares
  of common stock as of March 28, 2005

Transitional Small Business Disclosure Format (check one):
  Yes  ̈ No x

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

FORWARD-LOOKING STATEMENTS

The information in this Annual Report on Form 10-KSB contains
  forward-looking statements within the meaning of Section 27A of the Securities
  Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
  as amended. These forward-looking statements involve risks and uncertainties,
  including statements regarding our capital needs, business plans and expectations.
  Such forward-looking statements involve risks and uncertainties regarding the
  market price of gold, availability of funds, government regulations, common
  share prices, operating costs, capital costs, outcomes of ore reserve development
  and other factors. Forward-looking statements are made, without limitation,
  in relation to operating plans, property exploration and development, availability
  of funds, environmental reclamation, operating costs and permit acquisition.
  Any statements contained herein that are not statements of historical facts
  may be deemed to be forward-looking statements. In some cases, you can identify
  forward-looking statements by terminology such as “may”, “will”,
  “should”, “expect”, “plan”, “intend”,
  “anticipate”, “believe”, “estimate”, “predict”,
  “potential” or “continue”, the negative of such terms
  or other comparable terminology. Actual events or results may differ materially.
  In evaluating these statements, you should consider various factors, including
  the risks outlined below, and, from time to time, in other reports we file with
  the SEC. These factors may cause our actual results to differ materially from
  any forward-looking statement. We disclaim any obligation to publicly update
  these statements, or disclose any difference between our actual results and
  those reflected in these statements. The information constitutes forward-looking
  statements within the meaning of the Private Securities Litigation Reform Act
  of 1995. Given these uncertainties, readers are cautioned not to place undue
  reliance on such forward-looking statements.

CORPORATE ORGANIZATION

Incorporation

We were incorporated under the laws of the State of Nevada
  as Braden Technologies, Inc. on February 17, 1999. We have been engaged in the
  acquisition, exploration and development of mineral properties since our inception.

Share Split

We completed a four-for-one split of our common stock effective
  March 10, 2004. As a result of this stock-split, our authorized capital increased
  from 25,000,000 shares to 100,000,000 shares of common stock. Concurrent with
  our stock split, the number of our issued and outstanding shares increased from
  2,850,000 shares to 11,400,000 shares.

Acquisition of Lincoln Gold

We completed the acquisition of Lincoln Gold Corp., (“Lincoln
  Gold”) a Nevada corporation effective March 26, 2004. This acquisition
  was completed by our acquisition of all of the issued and outstanding shares
  of Lincoln Gold from the former shareholders of Lincoln Gold. On closing of
  the acquisition, we issued 24,000,000 shares of our common stock to the shareholders
  of Lincoln Gold. As a result of this issuance, the number of our issued and
  outstanding shares increased from 11,400,000 shares to 35,400,000 shares, of
  which approximately 67.80% was owned by the former shareholders of Lincoln Gold
  upon the completion of the acquisition.

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Merger with Lincoln Gold

Subsequent to our acquisition of Lincoln Gold, we merged with
  Lincoln Gold in a parent/ subsidiary merger in April 2004 under Chapter 92A
  of the Nevada Revised Statutes. We completed the change of our name from “Braden
  Technologies Inc.” to “Lincoln Gold Corporation” as part of
  this merger process.

INTRODUCTION

We are engaged in the acquisition and exploration of mineral
  properties in the State of Nevada. Our plan of operations for the next twelve
  months is to conduct exploration of our mineral properties in the State of Nevada.

We are an exploration stage company. All of our projects are
  at the exploration stage and there is no assurance that any of our mining claims
  contain a commercially viable ore body. We plan to undertake further exploration
  of our properties. We anticipate that we will require additional financing in
  order to pursue full exploration of these claims. We do not have sufficient
  financing to undertake full exploration of our mineral claims at present and
  there is no assurance that we will be able to obtain the necessary financing.

There is no assurance that a commercially viable mineral deposit
  exists on any of our mineral properties. Further exploration beyond the scope
  of our planned exploration activities will be required before a final evaluation
  as to the economic and legal feasibility of mining of any of our properties
  is determined. There is no assurance that further exploration will result in
  a final evaluation that a commercially viable mineral deposit exists on any
  of our mineral properties.

MINERAL PROPERTIES AND PLAN OF OPERATIONS

We hold interests in five groups of mineral properties in
  Nevada, as described below:

|Name of Property        | Location                                    
|----------------------- | --------------------------------------------
|Buffalo Valley Property | Humboldt, Lander & Pershing Counties, Nevada
|Hannah Property         | Churchill County, Nevada                    
|JDS Property            | Eureka County, Nevada                       
|Jenny Hill Property     | Mineral & NYE Counties, Nevada              
|Lincoln Flat Property   | Lyon & Douglas Counties, Nevada             

Our plan of operations is to carry out exploration of our
  mineral properties. Our specific exploration plan for each of our mineral properties,
  together with information regarding the location and access, history of operations,
  present condition and geology of each of our properties, is presented in Item
  2 of this Annual Report on Form 10-KSB under the heading “Description
  of Properties.” All of our exploration programs are preliminary in nature
  in that their completion will not result in a determination that any of our
  properties contains commercially exploitable quantities of mineralization.

Our exploration programs will be directed by our management
  and will be supervised by Mr. Jeff Wilson, our vice-president of exploration.
  We will engage contractors to carry out our exploration programs under Mr. Wilson’s
  supervision. Contractors that we plan to engage include project geologists,
  geochemical sampling crews and drilling companies, each according the specific
  exploration program on each property. Our budgets for our exploration programs
  are set forth in Item 2 of this Annual Report on Form 10-KSB under the heading
  “Description of Properties.” We plan to solicit bids from drilling
  companies

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prior to selecting any drilling company to complete a drilling
  program. We anticipate paying normal industry rates for reverse-circulation
  drilling.

We plan to complete our exploration programs within the periods
  specified in Item 2 of this Annual Report on Form 10-KSB under the heading “Description
  of Properties.” Key factors that could delay completion of our exploration
  programs beyond the projected timeframes include the following.

|(a) | Poor availability of drill rigs due to high demand
        in Nevada;                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Delays caused by permitting and bonding with the
        US Bureau of Land Management with respect to drilling programs;                                                                                  
|(c) | Our inability to identify a joint venture partner
        and conclude a joint venture agreement where we anticipate a joint venture
        will be required due to the high costs of a drilling program;
|(d) | Adverse weather, including heavy snow; and                                                                                                                                                                
|(e) | Our inability to obtain sufficient funding.                                                                                                                                                               

Key factors that could cause our exploration costs to be greater than anticipated
  include the following:

|(a) | adverse drilling conditions, including caving ground,
        lost circulation, the presence of artesian water, stuck drill steel and
        adverse weather precluding drill site access;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | increased costs for contract geologists and geochemical
        sampling crews due to increased in demand in Nevada; and                                                                   
|(c) | increased drill rig and crew rental costs due to
        high demand in Nevada.                                                                                                            

Our board of directors will make determinations as whether
  to proceed with the additional exploration of our Nevada mineral properties
  based on the results of the preliminary exploration that we undertake. In completing
  these determinations, we will make an assessment as to whether the results of
  the preliminary exploration are sufficiently positive to enable us to achieve
  the financing that would be necessary for us to proceed with more advanced exploration.

We may consider entering into joint venture arrangements on
  several of our mineral properties, as noted in Item 2 – Description of
  Properties, to provide the required funding to pursue drilling and advanced
  exploration of our mineral claims. If we entered into a joint venture arrangement,
  we would likely have to assign a percentage of our interest in our mineral claims
  to the joint venture partner. The assignment of the interest would be conditional
  upon contribution by the joint venture partner of capital to enable the advanced
  exploration on the mineral properties to proceed. We have not undertaken any
  efforts to locate a joint venture partner for our mineral claims. Even if we
  determined to pursue a joint venture partner, there is no assurance that any
  third party would enter into a joint venture agreement with us in order to fund
  exploration of our mineral claims.

We plan to continue exploration of our mineral claims for
  so long as the results of the geological exploration that we complete indicate
  the further exploration of our mineral claims is recommended and we are able
  to obtain the additional financing necessary to enable us to continue exploration.
  We plan to renew all of our mineral claims by making the required filings with
  the Bureau of Land Management by September 1, 2005. All exploration activities
  on our mineral claims are presently preliminary exploration activities. Advanced
  exploration activities, including the completion of comprehensive drilling programs,
  will be necessary before we are able to complete any feasibility studies on
  any of our mineral properties. If our exploration activities result in an indication
  that our mineral claims contain potentially commercial exploitable quantities
  of gold, then we would attempt to complete feasibility studies on our property
  to assess whether commercial exploitation of the property would be commercially
  feasible. There is no assurance that commercial exploitation of our mineral
  claims would be commercially feasible even if our initial exploration programs
  show evidence of gold mineralization.

If we determine not to proceed with further exploration of
  any of our mineral claims due to results from geological exploration that indicate
  that further exploration is not recommended or due to our lack of financing,
  we will attempt to acquire additional interests in new mineral resource properties.
  Due to our limited finances, there is no assurance that we would be able to
  acquire an interest in a new property that

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merits further exploration. If we were to acquire an interest
  in a new property, then our plan would be to conduct resource exploration of
  the new property. In any event, we anticipate that our acquisition of a new
  property and any exploration activities that we would undertake will be subject
  to our achieving additional financing, of which there is no assurance.

PRIOR EXPLORATION ACTIVITIES

Basin Mineral Claims

We entered into a mineral property option agreement dated
  February 18, 1999 with Miranda Gold Corp. ("Miranda") to acquire a 50% interest
  in certain mineral claims situated in the State of Nevada. During fiscal 2003,
  we agreed to terminate the option agreement with Miranda and entered into negotiations
  directly with the owner of the Miranda property in order to secure directly
  an option on several of the claims previously held by the Company as well as
  acquiring several new claims. We entered into an option agreement dated February
  12, 2004 with J. Rice Development Corp. (“Rice Development”) whereby
  we acquired an option to acquire an undivided 100% right, title and interest
  in certain mineral claims in Nevada known as the Basin Claims. The option agreement
  requires that we make option payments to Rice Development over four years totaling
  $94,200 and drill a minimum of six holes on the property by August 15, 2005.

We have determined not to proceed with the drill program on
  the Basin Claims, as required to be completed by August 15, 2005, based on our
  determination to prioritize exploration of our other Nevada mineral properties.
  Accordingly, we anticipate that our interest in the Basin Claims will lapse
  effective August 15, 2005. We have not provided further disclosure regarding
  the Basin Claims as our interest in the Basin Claims is not significant to our
  business or our plan of operations.

Hercules Prospect

We entered into a joint venture agreement for the Hercules
  Prospect (the “Hercules Joint Venture Agreement”) dated April 18,
  2004 with Miranda U.S.A. Inc. and Miranda Gold Corp. Under the Hercules Joint
  Venture Agreement, we obtained the exclusive right to acquire a 60% interest
  in the Hercules Prospect subject to certain cash payments and exploration expenditures
  to be made as follows:

|a) | Upon signing of the agreement, payment in the amount
        of $10,000;                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | By September 8, 2004 payment in the amount of $14,000
        and expenditures in the amount of $75,000, or 3600 feet of reverse
        circulation drilling;    
|c) | By September 8, 2005 payment in the amount of $16,500
        and expenditures in the amount of $150,000;                                                         
|d) | By September 8, 2006 payment in the amount of $26,500
        and expenditures in the amount of $150,000;                                                         
|e) | By September 8, 2007 payment in the amount of $39,000;
        and expenditures in the amount of $200,000 until commencement of commercial
        production; and
|f) | By September 8, 2008 and every year thereafter $3,000.                                                                                                            

We determined to proceed with a drilling program on the Hercules
  Prospect in the summer of 2004. We completed the drilling of three holes with
  an aggregate total of 2800 feet drilled. Adverse drilling conditions precluded
  the drilling of a fourth hole. Prospective portions of each drill hole were
  sampled and assayed at an ISO 9002 and ISO 9001:2000 certified laboratory in
  Reno, Nevada. We reviewed the results of the drill program in September 2004
  and determined that the results did meet warrant further exploration work based
  on our criteria. As a result, we terminated the joint venture agreement Miranda
  U.S.A. Inc. and Miranda Gold Corp. in September 2004.

COMPETITION

We are a junior mineral resource exploration company. We compete
  with other mineral resource exploration companies for financing and for the
  acquisition of new mineral properties. Many of the

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mineral resource exploration companies with whom we compete
  have greater financial and technical resources than those available to us. Accordingly,
  these competitors may be able to spend greater amounts on acquisitions of mineral
  properties of merit, on exploration of their mineral properties and on development
  of their mineral properties. In addition, they may be able to afford more geological
  expertise in the targeting and exploration of mineral properties. This competition
  could result in competitors having mineral properties of greater quality and
  interest to prospective investors who may finance additional exploration and
  development. This competition could adversely impact on our ability to achieve
  the financing necessary for us to conduct further exploration of our mineral
  properties.

We will also compete with other junior mineral exploration
  companies for financing from a limited number of investors that are prepared
  to make investments in junior mineral exploration companies. The presence of
  competing junior mineral exploration companies may impact on our ability to
  raise additional capital in order to fund our exploration programs if investors
  are of the view that investments in competitors are more attractive based on
  the merit of the mineral properties under investigation and the price of the
  investment offered to investors.

We will also be compete with other junior and senior mineral
  companies for available resources, including, but not limited to, professional
  geologists, camp staff, helicopter or float planes, mineral exploration supplies
  and drill rigs.

GOVERNMENT REGULATIONS

We will be required to obtain work permits from the United
  States Bureau of Land Management (“BLM”) for any exploration work
  that results in a physical disturbance to the land. We will not be required
  to obtain a work permit for any phase of our proposed mineral exploration programs
  that does not involve any physical disturbance to the mineral claims, such as
  data compilation, field work and geochemical surveys. We will be required to
  obtain work permits for all drilling operations that we plan to conduct on our
  mineral properties. Prior to commencing drilling operations on any of our properties,
  we must submit a “Notice of Intent to Operate” to the BLM and post
  a bond as security for our obligation to complete reclamation activities. We
  will be required by the Bureau of Land Management to undertake remediation work
  on any work that results in physical disturbance to the mineral claims, including
  drilling programs. We estimate that the cost of remediation work for our drilling
  programs will be approximately $25,000 for each drilling program. The estimated
  amount of remediation work is included within our budgets for our exploration
  programs. The actual amount of reclamation cost will vary according to the degree
  of physical disturbance.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not spent any amounts on research and development
  activities since our inception. Our expenditures on our exploration programs
  are summarized under Item 6 of this Annual Report on Form 10-KSB.

EMPLOYEES

We have two employees, namely Paul Saxton, our chief executive
  officer and chief financial officer, and Jeffrey Wilson, our vice-president
  of exploration. We carry out our exploration programs through contracts with
  third parties, including geologists, engineers, drilling companies.

SUBSIDIARIES

We do not have any subsidiaries.

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ITEM 2. DESCRIPTION OF PROPERTIES.

We maintain our head office located at Suite 306 – 1140
  Homer Street, Vancouver, B.C., V6B 2X6.

Our operations office is located at 325 Tahoe Drive, Carson
  City, Nevada, 89703. Our operations office is located in the home of Mr. Jeff
  Wilson, our vice-president of exploration.

Our current five groups of mineral properties located in the
  State of Nevada are described below:

BUFFALO VALLEY PROPERTY

1. Location and Access

The Buffalo Valley property is located in north-central Nevada,
  approximately 25 miles west of the small town of Battle Mountain, Nevada in
  Humboldt, Lander, and Pershing Counties. Access is good via US Interstate 80
  to the north and numerous dirt and gravel ranch and mine roads. A map showing
  the location of and access to the Buffalo Valley property is presented below:




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2. Ownership Interest

We have acquired a twenty year lease of the two hundred sixty-eight
  (268) unpatented lode claims that comprise the Buffalo Valley Property. We acquired
  our lease pursuant to a mining lease agreement dated July 9, 2004 between us
  and Nevada North Resources (U.S.A.), Inc., the underlying owner of the property
  (“Nevada North”). We paid to $10,000 to Nevada North upon execution
  of the lease agreement. We are obligated to make the following advance minimum
  royalty payments to Nevada North in order to maintain our leasehold interest
  in the Buffalo Valley Property:

|Date of Payment             | Amount of Advance Minimum  Royalty                                                                                                       
|--------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------
|July  9,  2005              | $20,000                                                                                                                                  
|July  9,  2006              | $20,000                                                                                                                                  
|July  9,  2007              | $40,000                                                                                                                                  
|July  9,  2008              | $40,000                                                                                                                                  
|July  9,  2009              | $50,000                                                                                                                                  
|July  9,  2010              | $50,000                                                                                                                                  
|July  9,  2011              | $60,000                                                                                                                                  
|July  9,  2012              | $60,000                                                                                                                                  
|July  9,  2013              | $70,000                                                                                                                                  
|July  9,  2014              | $70,000                                                                                                                                  
|Each Subsequent Anniversary | $80,000, subject to adjustment for  inflation
      increases with the beginning   index being the index published
      for April   2015

We have committed to a two year option on the claims made
  up of the initial payment and the first year anniversary payment. Thereafter,
  Nevada North will be entitled to terminate if we do not make any subsequent
  payment. We will not be responsible or liable for advance royalty payments due
  subsequent to termination or expiration of the lease agreement.

In addition, we are obligated to pay to Nevada North a net
  smelter return (“NSR”) equal to a percentage of “Net Revenue”
  as defined and calculated under the lease agreement as follows:

|Price of Gold                               | Amount of NSR, as a percentage of Net Revenue
|------------------------------------------- | ---------------------------------------------
|$375 or less per ounce                      | 3.0%                                         
|More than $375 but less than $474 per ounce | 4.0%                                         
|$474 or more per ounce                      | 5.0%                                         

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The initial term of the lease is twenty years from July 9,
  2004, subject to our making the required payments to Nevada North. The term
  of the lease will remain in effect thereafter for so long as mining, processing,
  construction of mine facilities, development or ore reserves or exploration
  activities continue on the Buffalo Valley Property or adjacent properties that
  we own or control.

The lease agreement entitles us to carry out mineral exploration
  of the Buffalo Valley Property during the term of the lease. We are obligated
  to pay for all Bureau of Land Management and county maintenance fees required
  in order to maintain the claims comprising the Buffalo Valley Property during
  the term of the lease. We do not have any minimum work or exploration requirements
  under the lease.

We must pay $20,000 in lease payments to Nevada North
  in July 2005 and $35,866.50 for BLM and County annual claim maintenance
  fees by September 1, 2005. We are not obligated to complete any exploration
  expenditures in order to maintain our lease interest in the Buffalo Valley property.

3. History of Operations

The Buffalo Valley Property and adjacent areas have been explored
  over the past 10 years by Uranerz, Cameco, Nevada North, Homestake, Anglo Gold,
  and Newcrest. Geophysical work and some drilling were conducted by Uranerz/Cameco
  and Anglo Gold and perhaps others. Under Homestake’s control, exploration
  of the property was advanced by assimilating the large data base and defining
  three shear zone targets along the Buffalo Valley “axial fault.”
  The targets were never drilled because Barrick bought out Homestake and the
  property was returned to Nevada North.

The most comprehensive geological report in our possession
  is an exploration drilling proposal prepared for Homestake which recommended
  the drilling of 10 exploration holes with attending budget. The drilling program
  was approved by Homestake’s senior management but the holes were never
  drilled due to the acquisition of Homestake Mining by Barrick.

We also have obtained several CD disks containing geological
  and geophysical data, including important information from Anglo Gold. We are
  in the process of organizing and evaluating this information.

4. Present Condition of the Property and Proposed Exploration Program

The Buffalo Valley Property is in the early stage of exploration
  and presently contains no known gold or silver resources. There is no plant
  or equipment on the Buffalo Valley Property. The property consists of barren
  land with no improvements.

Our plan of exploration for the Buffalo Valley Property is
  as follows:

|Description of Phase of  Exploration | Description of Exploration Work Required                                                                                                                 
|------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Data Compilation                     | Compile available data and
        confirm past Homestake drill targets.                                                                                 
|Field Work                           | Search property for subcrops
        and sample where warranted.                                                                                         
|Geochemical Survey                   | Conduct limited Mercury-Soil-Gas
        surveys in the selected areas to help confirm existing targets and
        possibly identify new, blind targets.

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|Description of Phase of Exploration | Description of Exploration Work Required                                                                                    
|----------------------------------- | ----------------------------------------------------------------------------------------------------------------------------
|Joint Venture                       | Solicit joint venture partners.                                                                                             
|Phase 1 Drilling                    | Drill the Homestake targets and new targets as warranted;
      minimum  of ten (10) reverse –circulation exploration holes.
|Data Evaluation                     | Evaluate results.                                                                                                           

The anticipated timetable and estimated budget for completion for each stage of exploration are as follows:

|Stage of Exploration | Anticipated Timetable for Completion | Estimated Cost of Completion
|-------------------- | ------------------------------------ | ----------------------------
|Data Compilation     | 1st- 2ndQtr of 2005                  | $5,000                      
|Field Work           | 2ndQtr of  2005                      | $12,000                     
|Geochemical Survey   | 2ndQtr of  2005                      | $13,000                     
|Form Joint Venture   | 2ndQtr of  2005                      | $5,000                      
|Phase 1 Drilling     | 3rdQtr of 2005                       | $200,000                    
|Data Evaluation      | 4thQtr of 2005                       | $5,000                      

There is no assurance that we will be able to locate a joint
  venture partner to fund the contemplated drilling program on the Buffalo Valley
  property. If we are unable to enter into any joint venture arrangement, then
  we may determine to proceed with the drilling program if we have sufficient
  funding.

5. Geology

The Buffalo Valley Property lies within the northern portion
  of the Battle Mountain-Eureka Gold Trend in the broad, north-northeast-trending
  Buffalo Valley. Although much of the bedrock in Buffalo Valley is concealed
  by alluvium, past exploration drilling has revealed favourable stratigraphy
  for Carlin-type, Cove-type and skarn deposits containing gold and silver mineralization
  beneath valley fill. Potential host rocks above the Golconda Thrust include
  the Triassic Star Peak Group (Cove host) and the Carboniferous Havallah Sequence
  (partial Lone Tree host; Converse host). Host rocks beneath the Golconda Thrust
  are the Penn-Permian Antler Sequence (Lone Tree & Marigold hosts). District
  ore controls appear to be north-trending faults, favourable stratigraphy, and
  +/- 41-39 million year old intrusive rocks. Geophysical interpretations indicate
  that a swarm of north-trending faults are present within the claims controlled
  by us. Gossanous alteration and elevated pathfinder elements have been encountered
  on the property in past drilling.

HANNAH PROPERTY, CHURCHILL COUNTY, NEVADA

1. Location and Access

The Hannah Property is located approximately 55 miles east
  of Reno, Nevada in the southern portion of the Trinity Range north of Interstate
  80 in Churchill County. Access is east from Reno via Interstate 80

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and then north on gravel and dirt roads from Hot Springs Flat to the Property.  A map showing the location of and access to the Hannah property is presented below:




2. Ownership Interest

The Hannah property is comprised of twenty-three (23) unpatented
  lode claims covering approximately 460 acres (0.72 sq. miles) in Churchill County,
  Nevada.

We have an option to acquire a 100% interest in the claims
  comprising the Hannah project, subject to a net smelter royalty, pursuant an
  option agreement dated December 24, 2003 between us and Larry and Susan McIntosh
  of Gardnerville, Nevada, as optionors. We have the option to acquire a 100%
  interest in the Hannah property by making aggregate payments to the optionors
  in the amount of $210,000. We may exercise this option at any time prior
  to the ten year anniversary of the effective date of the agreement, being December
  24, 2013. We are obligated to make the following option payments in order to
  maintain our option agreement in good standing:

|Date of Payment   | Amount of Option Payment
|----------------- | ------------------------
|December 24, 2003 | $5,000 (paid)           

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|January 10, 2005 | $5,000 (paid)
|---------------- | -------------
|January 10, 2006 | $10,000      
|January 10, 2007 | $15,000      
|January 10, 2008 | $25,000      
|January 10, 2009 | $25,000      
|January 10, 2010 | $25,000      
|January 10, 2011 | $25,000      
|January 10, 2012 | $25,000      
|January 10, 2013 | $50,000      

We will be deemed to have exercised the option upon completion
  of the above option payments at which time we will be entitled to a 100% interest
  in the Hannah property, subject to the payment of a net smelter royalty to the
  optionors. The net smelter royalty will be calculated as 3% of net smelter returns,
  as defined in the option agreement, if the price of gold is less than or equal
  to $400 per ounce, and 4% of net smelter returns if the price of gold is
  greater than $400 per ounce. If we exercise the option, we will have the
  right to reduce the net smelter royalty by 1%, up to a maximum of 2%, upon the
  payment of $500,000 to the optionors for each 1% of reduction as set out
  in the table below:

|Gold Price  
      (US$ per ounce) | Net Smelter Royalty  
      payable on
      execution of the
      Agreement | Net Smelter Royalty  
      payable after first  
      payment of   $500,000 | Net Smelter Royalty 
      payable after second 
      payment of $500,000
|---------------------------------- | ----------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | --------------------------------------------------------------------------
|Less than or equal to $400         | 3%                                                                            | 2%                                                                            | 1%                                                                        
|Greater than $400                  | 4%                                                                            | 3%                                                                            | 2%                                                                        

If we complete a positive feasibility study for the development
  or mining of mineral products on the Hannah property and obtains all government
  approvals, consents, licenses and permits to construct, develop or operate a
  mine on the Hannah property prior to January 10, 2013, we will be obligated
  purchase the Hannah property prior to the commencement of mining of mineral
  products. In this event, the purchase price for the Hannah property shall be
  the sum of all unpaid option payments due to the optionors through January 10,
  2013.

We have the exclusive right to conduct exploration on the
  Hannah property during the term of the option agreement, provided that we make
  the required option payments. We are obligated to make all federal and county
  claim maintenance fees in a timely manner to keep the claims in good standing
  during the term of the option agreement. In the event that we do not make any
  required option payment, then the optionors will be entitled to terminate the
  agreement and we will lose our interest in the property. However, we will not
  have any obligation to make further option payments in the event of termination
  due our inability to make any required option payment. We may surrender our
  interest in the property and terminate the agreement at our election upon written
  notice to the optionors. In this event, the optionors will retain all option
  payments paid pursuant to the agreement.

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We will be required pay $3,074.50 for BLM and County annual
  claim maintenance fees by September 1, 2005. We are not obligated to complete
  any minimum exploration expenditures or other work commitment in order to maintain
  our option on the Hannah property.

3. History of Operations

Various old shafts, adits, and numerous small prospects are
  on the Hannah Property from prospecting in the early 1900’s. Cominco was
  active in the general area in the 1960’s and Chevron drilled three scattered
  holes on the claim block in the 1980’s. None of Chevron’s holes
  tested the Hannah gold target. Four backhoe trenches were dug by Cordex in the
  late 1990’s, however no follow-up work was conducted. NDT Ventures held
  the property in 2002 but conducted no significant work. A total of 50 soil samples
  and 329 rock-chip samples have been collected from the property and assayed.

4. Present Condition of the Property and Current State
  of Exploration

The Hannah Property is in the early stage of exploration and
  presently contains no known gold or silver resources. Our current state of exploration
  consists of geologic mapping and sampling.

There is no plant or equipment on the Hannah Property other
  than some scattered remnants of past prospecting. The property consists of barren
  land with no improvements with the exception of dirt roads.

We have no formal geologic reports on the Hannah Property.
  However, we do have all past soil and rock-chip sample results plus preliminary
  maps from geologic mapping.

Our plan of exploration for the Hannah Property is as follows:

|Description of Phase of Exploration | Description of Exploration Work
      Required                  
|----------------------------------- | ----------------------------------------------------------------
|Field Work                          | Complete geologic mapping and rock-chip sampling                
|Geochemical Survey                  | Expand and infill existing soil survey in favourable
      areas
|Target Identification               | Evaluate data and select drill targets                          
|Phase 1 Drilling                    | Drill 10 reverse-circulation exploration holes                  
|Data Evaluation                     | Evaluate results.                                               

The anticipated timetable and estimated budget for completion for each stage of exploration is as follows:

|Stage of Exploration  | Anticipated Timetable for Completion | Estimated Cost of
|--------------------- | ------------------------------------ | -----------------
|Field Work            | 1stQtr -2ndQtr of 2005               | $7,000           
|Geochemical Survey    | 1stQtr -2ndQtr of 2005               | $8,000           
|Target Identification | 2ndQtr of 2005                       | $3,000           

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|Stage of Exploration | Anticipated Timetable for  Completion | Estimated Cost of Completion
|-------------------- | ------------------------------------- | ----------------------------
|Phase 1 Drilling     | 3rdQtr of 2005                        | $150,000                    
|Data Evaluation      | 4thQtr                                | $5,000                      

5. Geology

The Hannah Property lies in “exotic” metamorphic
  terrain comprised of Permo-Triassic schist and granitic intrusive rocks and
  Tertiary lakebeds and volcanic rocks (no formation names). A highly oxidized,
  gold-bearing shear zone is evident on the property. Anomalous gold in soils
  and rock chips is present along the surface expression of the shear zone. Potential
  exists for an oxidized gold deposit with gold-silver mineralization present
  at depth. Blind gold potential may exist where the mineralized system is covered
  by surface gravels. The zone of prospective gold mineralization at Hannah has
  never been drilled.

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JDS PROPERTY, EUREKA COUNTY, NEVADA

1. Location and Access

The JDS property is located in central Nevada, approximately
  40 miles northwest of the small town of Eureka in Eureka County. The property
  is in Denay Valley adjacent to the northern end of the Simpson Park Mountains.
  Access is fair to good during good weather via the “Tonkin Road”
  (dirt/gravel) that traverses through the property. A map showing the location
  of and access to the JDS property is presented below:




2. Ownership Interest

We are the owner of the seventy-seven (77) unpatented lode
  claims comprising the JDS project which covers approximately 1,540 acres (2.04
  sq miles). We staked and recorded the mineral claims. These mineral claims are
  registered in our name and are not subject to underlying lease payments or royalties.
  The JDS property is subject only to annual claim maintenance fees payable to
  the BLM and Eureka County. We must pay $12,362.50 in BLM and Eureka County
  annual claim maintenance fees by September 1, 2005 in order to maintain our
  interest in these properties.

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3. History of Operations

There have been no previous operations of any type on the
  property.

4. Present Condition of the Property and Current State
  of Exploration

No significant exploration has been conducted on the JDS Property.
  The property is in early stage exploration and presently contains no known gold
  resources.

There is no plant or equipment on the JDS Property. The property
  consists of barren land with no improvements.

We have one geologic report on the JDS Property that was written
  by Kenneth D. Cunningham, Wyoming Professional Geologist PG-1636, and dated
  February 9, 2004. The report reviews the potential for Carlin-type gold deposits
  on the JDS Property.

Our plan of exploration for the JDS Property is as follows:

|Description of Phase of Exploration | Description of Exploration Work Required                                                                                                                                                                                                                                        
|----------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Field Work                          | Search property for subcrops and sample where warranted.                                                                                                                                                                                                                        
|Geophysical Surveys                 | 1) Conduct approximately 46 line miles of magnetometer
      survey on  300 ft line spacing to help determine bedrock and identify 
      structures  
      2) Conduct gravimeter survey on 1000 ft station centers to better 
      determine depth to bedrock and structures.
|Geochemical Survey                  | Conduct a Mercury-Soil-Gas survey to help identify
      anomalies that  may be associated with Carlin-type gold deposits.                                                                                                                                                      
|Joint Venture                       | Solicit joint venture partners                                                                                                                                                                                                                                                  
|Phase 1 Drilling                    | Drill a minimum of five (5) reverse-circulation exploration
      holes on best  target(s).                                                                                                                                                                                     
|Data Evaluation                     | Evaluate results.                                                                                                                                                                                                                                                               

The anticipated timetable and estimated budget for completion if each stage of exploration are as follows:

|Stage of Exploration
      Completion | Anticipated Timetable for | Estimated Cost of Completion
|------------------------------------- | ------------------------- | ----------------------------
|Field Work                            | 2ndQtr of 2005            | $7,000                      
|Geophysical Surveys                   | 3rdQtr of  2005           | $22,000                     
|Geochemical Survey                    | 3rdQtr of  2005           | $14,000                     
|Form Joint Venture                    | 3rdQtr of  2005           | $1,000                      

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|Stage of Exploration  Completion | Anticipated Timetable for | Estimated Cost of Completion
|-------------------------------- | ------------------------- | ----------------------------
|Phase 1 Drilling                 | 4thQtr of 2005            | $125,000                    
|Data Evaluation                  | 4thQtr of 2005            | $5,000                      

There is no assurance that we will be able to locate a joint
  venture partner to fund the contemplated drilling program on the JDS property.
  If we are unable to enter into any joint venture arrangement, then we may determine
  to proceed with the drilling program if we have sufficient funding.

5. Geology

The JDS Property lies within the Cortez Trend in the southern
  portion of the Battle Mountain-Eureka Mineral Belt. Although covered by valley
  fill, the geology of the JDS Property is believed to be an extension of favourable
  “lower plate” rocks of the Roberts Mountains Thrust that are known
  to host large Carlin-type gold deposits. Potential Devonian host rocks are exposed
  in the nearby Simpson Park Mountains and are believed concealed under shallow
  cover at JDS. Similar Devonian strata host very large gold deposits at Pipeline
  and Cortez to the northwest of the JDS Property. Available gravity data at JDS
  suggest shallow depth to bedrock and north-trending faults that converge in
  the northwestern portion of the claim block. The combination of favourable “lower
  plate” bedrock and converging faults indicate exploration potential for
  Carlin-type gold deposit(s).

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JENNY HILL PROPERTY, MINERAL & NYE COUNTIES, NEVADA

1. Location and Access

The Jenny Hill Property is located in west-central Nevada
  approximately 16 miles due west of the small town of Gabbs in the Black Hills
  portion of the southern Monte Cristo Mountains. The claims are in Mineral and
  Nye Counties. Access to the property is via paved State Highway 361 south of
  Gabbs to the “Rawhide Road” (dirt) that extends westerly to the
  vicinity of the southern tip of the Black Hills. A map showing the location
  of and access to the Jenny Hill property is presented below:




2. Ownership Interest

The Jenny Hill project is comprised of ninety-seven (97) unpatented
  lode claims covering approximately 1,940 acres (3.03 sq miles) in Mineral and
  Nye Counties, Nevada. These mineral claims are held by us subject a lease with
  option to purchase agreement dated September 15, 2004 between us and Larry and
  Susan McIntosh of Gardnerville, Nevada. The Agreement is a binding letter agreement
  that governs pending the execution of a definitive agreement. We are presently
  negotiating a definitive mining lease with option to purchase agreement with
  the owners, as contemplated in the letter agreement.

We have the option to acquire a 100% interest in the Jenny
  Hill project, subject to a net smelter royalty, by making aggregate payments
  to the owners in the amount of $1,500,000. We may exercise this option at
  any time prior to the seven year anniversary of the effective date of the agreement,
  being September

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28, 2011. We are obligated to make the following required
  advance royalty payments, each of which may be credited towards the exercise
  price of the option, pending the exercise of option as lease payments:

|Date of Payment      | Amount of Advance Royalty Payment
|-------------------- | ---------------------------------
|September  28,  2004 | $7,000 (paid)                    
|September  28,  2004 | $13,000 (paid)                   
|September  28,  2005 | $25,000                          
|September  28,  2006 | $30,000                          
|September  28,  2007 | $60,000                          
|September  28,  2008 | $70,000                          
|September  28,  2009 | $80,000                          
|September  28,  2010 | $90,000                          
|September  28,  2011 | $1,125,000                       

We are obligated to complete exploration work on the property
  in the minimum amount of $50,000 by September 28, 2005 and $100,000
  in each successive year of the term of the agreement. We are also obligated
  to make all federal and county claim maintenance fees in a timely manner to
  keep the claims in good standing.

We have the exclusive right to conduct exploration on the
  Jenny Hill property, provided that we make the required advance royalty payments
  and complete the required exploration expenditures. In the event that we do
  not make the required advance royalty payments or complete the required exploration
  expenditures, then the owners will be entitled to terminate the agreement and
  we will lose our interest in the property. However, we will not have any obligation
  to make further advance royalty payments or payments in lieu of exploration
  expenditures in the event of termination due our inability to make the required
  advance royalty payments or complete the required exploration expenditures.
  We may surrender our interest in the property and terminate the agreement at
  our election upon written notice to the owners. In this event, the owners will
  retain all payments and royalties paid pursuant to the agreement.

In the event that mineral production is commenced on the property,
  we will be obligated to pay to the owners a 2% net smelter return royalty. The
  definition of net smelter returns is to be agreed upon in the definitive agreement.
  We have the right of first refusal to purchase any interest in the property
  should the owners determine to sell any interest in the property. The owners
  have also granted to us an area of interest of approximately 1 mile surrounding
  the Jenny Hill claims. Under this right, any additional mineral claims acquired
  by the owners that are contiguous or within one mile of the Jenny Hill claims
  will be subject to our lease and option to purchase agreement.

We are presently proceeding the preparation of a final definitive
  agreement between ourselves and the owners which will supersede the September
  28, 2005 letter agreement. We have agreed to pay 50% of attorney fees for preparation
  of this final agreement. We anticipate that the agreement will be completed
  during the second quarter of 2005.

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We must pay $12,983 for BLM and County annual claim maintenance
  fees by September 1, 2005. In addition, we must pay $25,000 to the owners
  and complete at least $50,000 in exploration work on the Property by September
  28, 2005.

3. History of Operations

There are abundant old gold workings and prospect pits on
  the Jenny Hill property and remnants of a small mill in the Black Hills dating
  back to the 1880’s. Minor gold production also came from the Black Hills
  by local prospectors in the 1960’s. Comaplex Minerals and NDT Ventures
  were independently active on the southern portion of the claim block in 2000-2004.
  To date, 303 soil samples and 377 rock-chip samples have been collected and
  analyzed yielding conspicuous gold. Comaplex Minerals completed 39.14 line miles
  of ground magnetometer survey (contractor Zonge Geosciences, Inc.) on the southern
  portion of the claim block. We acquired our interest in the Jenny Hill Property
  in September 2004.

4. Present Condition of the Property and Current State
  of Exploration

The Jenny Hill Property is in the early stage of exploration
  and presently contains no known gold or silver resources. Our current state
  of exploration consists of geologic mapping and sampling.

There is no plant or equipment on the Jenny Hill Property
  other than some scattered remnants of past prospecting and mining activities
  in the Black Hills. The property consists of barren land with no improvements.

Jenny Hill is an early-stage exploration property. There are
  no formal geologic reports available at this time. However, we do have copies
  of all past soil and rock-chip sampling data including maps and results. Most
  sample analyses were conducted by ALS Chemex. We also have access to the ground
  magnetometer survey report by Zonge Geosciences, Inc. that was conducted on
  behalf of Comaplex Minerals.

Our plan of exploration for the Jenny Hill Property is as
  follows:

|Description of Phase of Exploration | Description of Exploration Work Required                                                                                                                                                                                                                                                                                                                                                       
|----------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Field Work                          | 1) Conduct detail geologic mapping and rock-chip sampling
        of  the Carlin-type target at the northern end of the claim block.
      2) Conduct detail geologic mapping and rock-chip sampling of  the
        gold-skarn target at the southern portion of the claim  block.
      3) Conduct reconnaissance geologic mapping and rock-chip  sampling
        of the entire claim block.
|Additional Claim Staking            | Stake additional claims as warranted.                                                                                                                                                                                                                                                                                                                                                          
|Geophysical Surveys                 | 1) Expand the existing ground magnetometer survey
        to cover the entire claim block.
      2) Conduct gravimeter survey in the northern, covered portion of 
        the claim block to help determine depth to bedrock in the  vicinity
        of the Carlin-type target.                                                                                                              

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|Description of Phase of  Exploration | Description of Exploration Work Required                                                                                                                                             
|------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Geochemical Surveys                  | 1) Conduct a mercury soil gas survey over the
        northern portion of  the claim block in the vicinity of the Carlin-type
        target.
      2) Conduct in-fill soil sampling.
|Target Identification                | Evaluate data and select drill targets.                                                                                                                                              
|Phase 1 Drilling                     | Drill 20 reverse-circulation exploration holes.                                                                                                                                      
|Data Evaluation                      | Evaluate results.                                                                                                                                                                    

The anticipated timetable and estimated budged for completion
  if each stage of exploration are as follows:

|Stage of Exploration
      Completion | Anticipated Timetable for     | Estimated Cost of Completion
|------------------------------------- | ----------------------------- | ----------------------------
|Field Work                            | 1stQtr – 2ndQtr
      of 2005 | $14,000                     
|Additional Claim Staking              | 2ndQtr of 2005                | $32,000                     
|Geophysical Surveys                   | 2ndQtr of 2005                | $27,000                     
|Geochemical Surveys                   | 2ndQtr of 2005                | $18,000                     
|Target Identification                 | 3rdQtr of 2005                | $5,000                      
|Phase 1 Drilling                      | 3rdQtr - 4thQtr of 2005       | $275,000                    
|Data Evaluation                       | 4thQtr of 2005                | $10,000                     

5. Geology

The Jenny Hill Property is located along the eastern margin
  of the northwest-trending Walker Lane Mineral Belt. Bedrock consists of a mass
  of Jurassic granitic rock resting on a thrust fault, Cretaceous (?) dikes and
  sills, and sedimentary strata of Triassic Luning Formation. Potential for a
  Carlin-type gold deposit(s) is present in the altered siltstones of the Luning
  Formation at the northern end of the claim block. Outcrops yield a Carlin-type
  geochemical signature with anomalous gold. Potential for gold-bearing skarn
  exists on the southern portion of the claim block where Cretaceous dikes have
  cut and altered the Luning Formation adjacent to a large thrust sheet of Cretaceous
  granitic rock. Anomalous gold is present at the surface in skarn exposures.
  The northern and southern areas of the property appear linked by a major north-trending
  fault that may be related to gold mineralization. The property has never been
  drilled.

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LINCOLN FLAT PROPERTY, LYON & DOUGLAS COUNTIES, NEVADA

1. Location and Access

The Lincoln Flat property is located approximately 8 miles west of the copper mining town of Yerington, Nevada in Lyon and Douglas Counties.  Access is via State Highway 208 to Wellington and then northward on various paved and dirt roads to the
northern end of Smith Valley. Access is also via State Highway 339 to Yerington and then westward through Weed Heights to the Property on dirt roads. A map showing the location of and access to the Lincoln Flat property is presented below:



2. Ownership Interest

The Lincoln Flat property is comprised of twenty-seven (27)
  unpatented lode claims covering approximately 540 acres (0.84 sq miles) in Lyon
  and Douglas Counties Nevada.

We have an option to acquire a 100% interest in the claims
  comprising the Lincoln Flat project, subject to a net smelter royalty, pursuant
  an option agreement dated December 24, 2003 between us and Larry and Susan McIntosh
  of Gardnerville, Nevada, as optionors. We have the option to acquire a 100%
  interest in the Lincoln Flat property by making aggregate payments to the optionors
  in the amount of $210,000. We may exercise this option at any time prior
  to the ten year anniversary of the effective date of the agreement, being December
  24, 2013. We are obligated to make the following option payments in order to
  maintain our option agreement in good standing:

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|Date of Payment   | Amount of Option Payment
|----------------- | ------------------------
|December 24, 2003 | $5,000 (paid)           
|January 10, 2005  | $5,000 (paid)           
|January 10, 2006  | $10,000                 
|January 10, 2007  | $15,000                 
|January 10, 2008  | $25,000                 
|January 10, 2009  | $25,000                 
|January 10, 2010  | $25,000                 
|January 10, 2011  | $25,000                 
|January 10, 2012  | $25,000                 
|January 10, 2013  | $50,000                 

We will be deemed to have exercised the option upon completion
  of the above option payments at which time we will be entitled to a 100% interest
  in the Lincoln Flat property, subject to the payment of a net smelter royalty
  to the optionors. The net smelter royalty will be calculated as 3% of net smelter
  returns, as defined in the option agreement, if the price of gold is less than
  or equal to $400 per ounce, and 4% of net smelter returns if the price of
  gold is greater than $400 per ounce. If we exercise the option, we will
  have the right to reduce the net smelter royalty by 1%, up to a maximum of 2%,
  upon the payment of $500,000 to the optionors for each 1% of reduction as
  set out in the table below:

|Gold Price  
      (US$ per ounce) | Net Smelter Royalty
      payable on
      execution of the
      Agreement | Net Smelter Royalty 
      payable after first 
      payment of 
      $500,000 | Net Smelter Royalty
      payable after second
      payment of $500,000
|---------------------------------- | --------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ------------------------------------------------------------------------
|Less than or equal to $400         | 3%                                                                          | 2%                                                                               | 1%                                                                      
|Greater than $400                  | 4%                                                                          | 3%                                                                               | 2%                                                                      

If we complete a positive feasibility study for the development
  or mining of mineral products on the Lincoln Flat property and obtains all government
  approvals, consents, licenses and permits to construct, develop or operate a
  mine on the Lincoln Flat property prior to January 10, 2013, we will be obligated
  purchase the Lincoln Flat property prior to the commencement of mining of mineral
  products. In this event, the purchase price for the Lincoln Flat property shall
  be the sum of all unpaid option payments due to the optionors through January
  10, 2013.

We have the exclusive right to conduct exploration on the
  Lincoln Flat property during the term of the option agreement, provided that
  we make the required option payments. We are obligated to make all federal and
  county claim maintenance fees in a timely manner to keep the claims in good
  standing during the term of the option agreement. In the event that we do not
  make any required option payment, then

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the optionors will be entitled to terminate the agreement
  and we will lose our interest in the property. However, we will not have any
  obligation to make further option payments in the event of termination due our
  inability to make any required option payment. We may surrender our interest
  in the property and terminate the agreement at our election upon written notice
  to the optionors. In this event, the optionors will retain all option payments
  paid pursuant to the agreement.

We will be required pay $3,574.50 for BLM and County annual
  claim maintenance fees by September 1, 2005. We are not obligated to complete
  any minimum exploration expenditures or other work commitment in order to maintain
  our option on the Lincoln Flat property.

3. History of Operations

Turquoise discoveries were made in the area in the early 1900’s
  followed by the discovery of placer gold in the 1930’s. Many exploration
  adits, shafts and pits are present on the property from gold prospecting activities.
  Copper exploration was conducted in the general area by Anaconda, Phelps Dodge
  and others in the early 1950’s. Glamis Gold conducted limited exploration
  for gold in 1999 but shortly thereafter terminated all of their “grassroots”
  exploration programs. Various “junior companies” are presently conducting
  exploration in the area. To date, 52 soil samples and 178 rock-chip samples
  have been collected and assayed. No exploration drilling for gold has been conducted
  on the Property.

4. Present Condition of the Property and Current State
  of Exploration

The Lincoln Flat Property is in the early stage of exploration
  and presently contains no known gold or silver resources. Our current state
  of exploration consists of geologic mapping and sampling.

There is no plant or equipment on the Lincoln Flat Property
  other than some scattered remnants of past prospecting and/or small-scale production.
  The property consists of barren land with no improvements with the exception
  of dirt roads.

Lincoln Flat is an early-stage exploration property. There
  are no formal geologic reports available at this time. However, we do have copies
  of all past soil and rock-chip sampling data including maps and results.

Our plan of exploration for the Lincoln Property is as follows:

|Description of Phase of Exploration | Description of Exploration Work Required                                                                                                                                                                                                                                                  
|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Field Work                          | 1) Complete basic geologic mapping and sampling
        of the Property.
      2) Conduct detail geologic mapping and sampling of the gold  hematite
        breccia target area.
      3) Conduct underground geologic mapping and sampling at the gold 
        hematite breccia target.
|Geochemical Survey                  | Expand and infill the existing soil survey at the
      fractured-controlled gold target.                                                                                                                                                                                                 
|Target Identification               | Evaluate data and select drill targets.                                                                                                                                                                                                                                                   
|Phase 1 Drilling                    | Drill 10 reverse-circulation exploration holes.                                                                                                                                                                                                                                           

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|Description of Phase of Exploration | Description of Exploration Work Required
|----------------------------------- | ----------------------------------------
|Data Evaluation                     | Evaluate results.                       

|Stage of Exploration  | Anticipated Timetable forCompletion | Estimated Cost of Completion
|--------------------- | ----------------------------------- | ----------------------------
|Field Work            | 1stQtr – 2ndQtr of 2005             | $ 7,000                     
|Geochemical Survey    | 1stQtr – 2ndQtr of 2005             | $ 13,000                    
|Target Identification | 2ndQtr of 2005                      | $ 3,000                     
|Phase 1 Drilling      | 3rdQtr – 4thQtr of 2005             | $ 150,000                   
|Data Evaluation       | 4thQtr of 2005                      | $ 5,000                     

|5. | Geology
|-- | -------

The Lincoln Flat Property is dominated by widespread Jurassic
  granitic rock that is intruded by a series of younger, northeast-trending Jurassic
  dikes. The complex dike system is concealed on the southern portion of the claim
  block where it is covered by Jurassic volcanic rocks. To the west, the Jurassic
  volcanic rocks are overlain by widespread Tertiary tuff. Two (2) gold targets
  are present on the property. 1) A gold-bearing hematite-breccia is present where
  the major dike system extends beneath the Jurassic volcanic rocks. Old underground
  workings produced dump material of the hematite-breccia that contains gold in
  the multi-gram per ton range. The hematite-breccia crops out at the surface
  and has never been drilled. Potential exists for open-pit mining and heap-leach
  processing. 2) A large, fractured-controlled gold system is present in the northeast
  portion of the claim block in the Jurassic granitic rocks. The zone of prospective
  mineralization has never been drilled.

GLOSSARY OF TECHNICAL TERMS

|Term                | Definition                                                                                                                                                                                                                                                                                          
|------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Artesian water      | Ground water under pressure                                                                                                                                                                                                                                                                         
|Carboniferous       | Geologic Period referring to rocks 286 to 360 million years
      old                                                                                                                                                                                                                               
|Carlin-type deposit | Gold deposits hosted in sedimentary rocks
        with disseminated gold occurring as  micron or submicron particles
        (invisible gold), typically with very little to no  silver. Very
        large deposits of this type are found in the “Carlin Trend”
        in north-  central Nevada.
|Caving ground       | A drilling term that refers to rock formations
        that break when penetrated by a  drill and produce rock fragments
        that may block the borehole and/or  contaminate the drill cuttings.                                                                                                

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|Term                    | Definition                                                                                                                                                                                                                                        
|----------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cove-type deposit       | Gold-silver deposits hosted in sedimentary
        rocks with significant amounts of  precious metals mineralization
        hosted in veinlets. The Cove deposit is located  in the northern
        portion of the Battle Mountain-Eureka Trend.
|Cretaceous              | Geologic Period referring to rocks 66.4
        to 144 million years old.                                                                                                                                                                         
|Devonian                | Geologic Period referring to rocks 360
        to 408 million years old.                                                                                                                                                                          
|Dikes and sills         | Generally narrow bodies of igneous rock
        implaced as magma along faults  across bedding (dike) or along zones
        parallel to bedding (sill).                                                                                          
|Geochemical survey      | A sampling program focusing on trace
        elements that are commonly found  associated with mineral deposits.
        Common trace elements for gold are  mercury, arsenic, and antimony.                                                      
|Geologic mapping        | The process of mapping geologic formations,
        associated rock characteristics  and structural features.                                                                                                                                     
|Geophysical survey      | The systematic measurement of electrical,
        gravity, seismic, magnetic, or other  properties as a tool to help
        identify rock type(s), faults, structures and minerals.                                                              
|Golconda thrust         | A major, flat-lying fault that has transposed
        older rocks over younger rocks.                                                                                                                                                             
|Gossanous               | Refers to an iron-bearing material that
        typically overlies a sulfide-bearing  mineralized zone. It forms
        by the oxidation and leaching out of sulfur and most  metals leaving
        hydrated iron oxides.                       
|Gravimeter survey       | A survey using a sensitive instrument
        that can detect density differences in  geologic formations.                                                                                                                                        
|Hematite breccia        | Refers to a rock composed of angular
        rock fragments with conspicuous iron-  oxide minerals in the matrix
        and fractures.                                                                                                           
|Intrusive rock          | Refers to any igneous rock (e.g. granite)
        that was implaced as a magma.                                                                                                                                                                   
|Jurassic                | Geologic Period referring to rocks 144
        to 208 million years old.                                                                                                                                                                          
|Lost circulation        | The loss of drilling fluids through open
        faults, fractures, and/or permeable rock.                                                                                                                                                        
|Magnetometer survey     | A survey using a sensitive instrument
        that can detect the distortion of the Earth’s magnetic field
        by different geologic formations.                                                                                              
|Mercury soil gas survey | A geochemical sampling survey in which
        mercury vapor is sampled and  measured. Mercury is typically associated
        with gold deposits in the Great Basin and is a “pathfinder”
        for finding gold deposits.                     

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|Term                          | Definition                                                                                                                                                                      
|----------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Metamorphic rock              | Pre-existing rock that has been physically
        changed by temperature, pressure,  shearing stress, or chemical environment,
        generally at depth in the Earth’s  crust
|Pathfinder elements           | Trace elements that are typically associated
        with gold deposits. Common  pathfinder elements are mercury, arsenic
        and antimony.                                 
|Penn-Permian                  | Geologic Periods referring to rocks ranging
        from 245 to 320 million years old.                                                                                          
|Permo-Triassic                | Geologic Periods referring to rocks ranging
        from 208 to 286 million years old.                                                                                          
|Reverse-circulation  drilling | A drilling method that minimizes contamination
        of drill cuttings.                                                                                                       
|Roberts Mountains Thrust      | A major, flat-lying fault that has transposed
        older rocks over younger rocks.                                                                                           
|Rock-chip sampling            | The process of chipping off rock samples
        from outcrops for chemical analysis.                                                                                           
|Schist                        | A metamorphic rock that is highly foliated
        and readily splits into flakes or slabs  commonly due to a high content
        of mica.                                     
|Skarn deposit                 | Mineralization formed at the flanks and
        in contact with intrusive rocks.                                                                                                
|Stratigraphy                  | The sequence of stratified rocks.                                                                                                                                               
|Subcrop                       | Bedrock just below the surface and usually
        contributing weathered rock  material to the surficial debris.                                                               
|Tertiary                      | Geologic Period referring to rocks ranging
        in age from 1.6 to 66.4 million years  old.                                                                                  
|Thrust sheet                  | A block of rock underlain by a flat-lying
        fault that originated from compressional  forces.                                                                             
|Triassic                      | Geologic Period referring to rocks 208
        to 245 million years old                                                                                                         
|Tuff                          | Volcanic ash that has been solidified
        into rock.                                                                                                                        

|ITEM 3.                                                                                                                                              | LEGAL PROCEEDINGS.                                  
|---------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------
|                                                                                                                                                     |                                                     
|We currently are not a party to any material legal
      proceedings and to our knowledge, no such proceedings are threatened or
      contemplated.
|                                                                                                                                                     |                                                     
|ITEM 4.                                                                                                                                              | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|                                                                                                                                                     |                                                     
|We did not submit any matters to our security holders
      to be voted upon during our fiscal year ended December 31, 2004.                        

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PART II

|ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
|------- | ---------------------------------------------------------

MARKET INFORMATION

Shares of our common stock are quoted on the OTC Bulletin
  Board under the symbol LGCP. The following table indicates the high and low
  bid prices of our common stock during the periods indicated:

| | QUARTER ENDED      | HIGH BID | LOW BID | 
| | ------------------ | -------- | ------- | 
| | December 31, 2004  | $ 0.51   | $ 0.31  | 
| | September 30, 2004 | $ 0.90   | $ 0.42  | 
| | June 30, 2004      | $ 0.90   | $ 0.28  | 
| | March 31, 2004     | $ 0.28   | $ 0.21  | 
| | December 31, 2004  | $ 0.21   | $ 0.21  | 
| | September 30, 2004 | $ 0.21   | $ 0.21  | 
| | June 30, 2004      | $ 0.21   | $ 0.10  | 
| | March 31, 2004     | $ 0.05   | $ 0.05  | 




HOLDERS OF COMMON SHARES

As at April 8, 2005, we had 91 registered holders of our common stock.

DIVIDENDS

There are no restrictions in our articles of incorporation
  or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
  however, do prohibit us from declaring dividends where, after giving effect
  to the distribution of the dividend:

|1. | We would not be able to pay our debts as they become
        due in the usual course of business; or                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Our total assets would be less than the sum of our
        total liabilities plus the amount that would be needed to satisfy the
        rights of shareholders who have preferential rights superior to those
        receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends
  in the foreseeable future.

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RECENT SALES OF UNREGISTERED SECURITIES

We have reported sales of securities without registration
  under the Securities Act of 1933 during our fiscal year ended December 31, 2004
  on the following Quarterly Reports on Form 10-QSB and Current Reports on Form
  8-K that we have filed with the Securities and Exchange Commission.

|Report                                                                             | Date of Filing with SEC
|---------------------------------------------------------------------------------- | -----------------------
|Quarterly Report on Form 10-QSB for the three
      months ended March 31, 2004    | May 24, 2004           
|Quarterly Report on Form 10-QSB for the nine
      months ended September 30, 2004 | November 18, 2004      
|Current Report on Form 8-K                                                         | December 27, 2004      
|Current Report on Form 8-K                                                         | March 16, 2005         

|We have not completed any sales of securities without
      registration pursuant to the Securities Act of 1933 during the fiscal year
      ended December 31, 2004 that were not reported on the Quarterly Reports
      on Form 10-QSB and Current Reports on Form 8-K described above.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ITEM 6. | MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
|------- | ----------------------------------------------------------

|PLAN OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Our plan of operations for
        the next twelve months is to continue with the exploration of our Nevada
        mineral properties. Our planned geological exploration programs are described
        in detail in Item 2 of this Annual Report on Form 10-KSB entitled Description
        of Properties. Our planned exploration expenditures for the next twelve
        months on our Nevada mineral properties, together with amounts due to
        maintain our interest in these claims, are summarized as follows:

|Property                | Planned ExplorationProgram Expendituresfor the Next TwelveMonths: | Amount of AnnualClaim MaintenanceFees due: | Amount of PropertyPayment due:
|----------------------- | ----------------------------------------------------------------- | ------------------------------------------ | ------------------------------
|Buffalo Valley Property | $ 240,000                                                         | $ 35,887                                   | $ 20,000                      
|Hannah Property         | $ 173,000                                                         | $ 3,075                                    | $ 10,000                      
|JDS Property            | $ 174,000                                                         | $ 12,362                                   | Nil                           
|Jenny Hill Property     | $ 381,000                                                         | $ 12,983                                   | $ 25,000                      
|Lincoln Flat Property   | $ 178,000                                                         | $ 3,575                                    | $ 10,000                      
|Total:                  | $ 1,146,000                                                       | $ 70,772                                   | $ 65,000                      




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expenditure of $2,482,000 over the next twelve months.
  The general and administrative expenses for the year will consist primarily
  of professional fees for the audit and legal work relating to our regulatory
  filings throughout the year, as well as transfer agent fees, annual mineral
  claim fees and general office expenses.

We had cash in the amount of $127,785 and a working capital
  deficit in the amount of $36,459 as of December 31, 2004. Subsequent to
  December 31, 2004, we completed a private placement financing for net proceeds
  of $905,190. Accordingly, we will require a minimum of approximately $1,800,000
  to proceed with our plan of operations over the next twelve months. We anticipate
  that we will require additional financing in order to pursue our exploration
  programs beyond the preliminary exploration programs for our mineral properties
  that are outlined above.

During the twelve month period following the date of this
  annual report, we anticipate that we will not generate any revenue. Accordingly,
  we will be required to obtain additional financing in order to continue our
  plan of operations. We believe that debt financing will not be an alternative
  for funding additional phases of exploration as we do not have tangible assets
  to secure any debt financing. We anticipate that additional funding will be
  in the form of equity financing from the sale of our common stock. However,
  we do not have any financing arranged and we cannot provide investors with any
  assurance that we will be able to raise sufficient funding from the sale of
  our common stock to fund our exploration programs. In the absence of such financing,
  we will not be able to continue exploration of our mineral claims. Even if we
  are successful in obtaining equity financing to fund our exploration programs,
  there is no assurance that we will obtain the funding necessary to pursue any
  advanced exploration of our mineral claims following the completion of preliminary
  exploration. If we do not continue to obtain additional financing, we will be
  forced to abandon our mineral claims and our plan of operations.

We may consider entering into a joint venture arrangement
  to provide the required funding to pursue drilling and advanced exploration
  of our mineral claims. We have not undertaken any efforts to locate a joint
  venture partner for our mineral claims. Even if we determined to pursue a joint
  venture partner, there is no assurance that any third party would enter into
  a joint venture agreement with us in order to fund exploration of our mineral
  claims. If we entered into a joint venture arrangement, we would likely have
  to assign a percentage of our interest in our mineral claims to the joint venture
  partner.

Our exploration plans will be continually evaluated and modified
  as exploration results become available. Modifications to our plans will be
  based on many factors, including: results of exploration, assessment of data,
  weather conditions, exploration costs, the price of gold and available capital.
  Further, the extent of our exploration programs that we undertake will be dependent
  upon the amount of financing available to us.

BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

We were incorporated as Braden Technologies Inc. Effective
  March 26, 2004, we acquired 100% of the issued and outstanding shares of Lincoln
  Gold Corp. by issuing 24,000,000 shares of our common stock. We subsequently
  merged with Lincoln Gold Corp. and changed our name to Lincoln Gold Corporation.
  Since the acquisition transaction resulted in the former shareholders of Lincoln
  Gold Corp. owning the majority of our issued and outstanding shares, the transaction,
  which is referred to as a “reverse take-over”, has been treated
  for accounting purposes as an acquisition by Lincoln Gold Corp. of the net assets
  and liabilities of Braden Technologies Inc. Under this purchase method of accounting,
  the results of operations of Braden Technologies Inc. are included in these
  consolidated financial statements from March 26, 2004. Our date of inception
  is the date of inception of Lincoln Gold Corp., being September 25, 2003 and
  our financial statements are presented with reference to the date of inception
  of Lincoln Gold Corp.

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LIQUIDITY AND CAPITAL RESOURCES

Our cash position at December 31, 2004 was $127,785 compared
  to $15,405 as of December 31. 2003. We had a working capital deficit of
  $0.31 as of December 31, 2003 compared to working capital of $36,459
  as of December 31, 2004.

March 2005 Private Placement Financing

We completed a private placement financing in March 2005 for
  net proceeds of $905,190. The private placement financing was comprised
  of the issue of an aggregate of 3,158,000 units (each a “Unit”)
  at a price of $0.30 per Unit to an aggregate of 53 purchasers for total
  proceeds of $947,400. Each Unit is comprised of one share of common stock
  and one share purchase warrant (a “Warrant”). Each Warrant entitles
  the investor to purchase one additional share of common stock for a two year
  period at a price of $0.40 per share during the period from the date of
  issue to the date that is one year from the date of issue and at a price of
  $0.50 per share during the period from the date that is one year from the
  date of issue to the date that is two years from the date of issue. By execution
  of the subscription agreements, we have agreed to file a registration statement
  with the Securities and Exchange Commission in accordance with the requirements
  of the Securities Act of 1933 within 120 days of closing in order to register
  the resale by the investors of the shares and the shares issuable upon exercise
  of the warrants.

Plan of Operations

We estimate that our total expenditures over the next twelve
  months will be approximately $2,482,000, as outlined above under the heading
  “Plan of Operations”. We anticipate that we will require a minimum
  of approximately $1,800,000 in additional financing to proceed with our
  plan of operations over the next twelve months. In addition, we anticipate that
  we will require additional financing in order to pursue our exploration programs
  beyond the preliminary exploration programs for our mineral properties that
  are outlined above.

If we are unable to achieve the necessary additional financing,
  then we plan to reduce the amounts that we spend on our exploration activities
  and administrative expenses in order to be within the amount of capital resources
  that are available to us. Specifically, we anticipate that we would defer drilling
  programs pending our obtaining additional financing. Given our plan to scale
  back our operations if we do not achieve additional financing, we anticipate
  that our current cash and working capital will be sufficient to enable us to
  sustain our operations and our interests in our mineral properties for the next
  twelve months.

Outstanding Convertible Note

We arranged for a $200,000 convertible note during the
  fiscal year ended December 31, 2004. This convertible note is convertible into
  shares of our common stock at a price of $0.04 per share. If the convertible
  note was converted, we would be obligated to issue an additional 5,000,000 shares
  of our common stock. The note accrues interest at the rate of 10% per annum.
  The principal is repayable on January 28, 2006 and interest is payable annually.

Going Concern

We have not attained profitable operations and are dependent
  upon obtaining financing to pursue any extensive exploration activities. For
  these reasons our auditors stated in their report that they have substantial
  doubt we will be able to continue as a going concern.

Future Financings

We will require additional financing in order to proceed with
  the exploration of our mineral properties. We plan to complete private placement
  sales of our common stock in order to raise the funds necessary to pursue our
  plan of operations and to fund our working capital deficit. Issuances of additional
  shares will

31 of 48

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result in dilution to our existing shareholders. We currently
  do not have any arrangements in place for the completion of any private placement
  financings and there is no assurance that we will be successful in completing
  any private placement financings.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that
  have or are reasonably likely to have a current or future effect on our financial
  condition, changes in financial condition, revenues or expenses, results of
  operations, liquidity, capital expenditures or capital resources that is material
  to stockholders.

TABLE OF CONTRACTUAL OBLIGATIONS

Our known contractual obligations as of December 31, 2004,
  being the end of our last fiscal year, were as follows:

|                                             | Payment due by period
|-------------------------------------------- | ---------------------
|Type of Contractual Obligation               | Total                
|Long-Term Debt Obligations                   | $  200,000           
|Capital (Finance) Lease Obligations          |                      
|Operating Lease Obligations                  |                      
|Purchase Obligations                         |                      
|Other Long-Term Liabilities Reflected on the |                      
|Company's Balance Sheet under the GAAP       |                      
|of the primary financial statements          |                      
|Total                                        | $  200,000           

Mineral Property Acquisition Payments and Exploration Costs

We are in the exploration stage and we expense all costs related
  to the acquisition and exploration of mineral claims in which we have secured
  exploration rights prior to establishment of proven and probable reserves. To
  date, we have not established the commercial feasibility of any of our exploration
  prospects, therefore, all costs are being expensed.

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|ITEM 7. | FINANCIAL STATEMENTS
|------- | --------------------

Our audited financial statements, as set forth below, are included with this
  Annual Report on Form 10-KSB:

|                                                                                              | PAGE
|--------------------------------------------------------------------------------------------- | ----
|Auditors’ Report                                                                              | F-1 
|Consolidated Balance Sheets,
      December 31, 2004 and 2003                                 | F-2 
|Consolidated Statements of Operations,
      Years Ended December 31, 2004 and 2003           | F-3 
|Consolidated Statements of Cash
      Flows, Years Ended December 31, 2004 and 2003           | F-4 
|Consolidated Statements of Stockholders’
      Equity, Years Ended December 31, 2004 and 2003 | F-5 
|Notes to Consolidated Financial
      Statements                                              | F-6 

---

LINCOLN GOLD CORPORATION
  (An Exploration Stage Company)



REPORT AND FINANCIAL STATEMENTS



December 31, 2004 AND 2003

---

|**A PARTNERSHIP OF
      INCORPORATED PROFESSIONALS** | **AMISANO HANSONCHARTERED ACCOUNTANTS**
|----------------------------------------------------- | ---------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

To the Stockholders, 
  Lincoln Gold Corporation
  (formerly Braden Technologies Inc.)

We have audited the accompanying balance sheets of Lincoln
  Gold Corporation (formerly Braden Technologies Inc.) (An Exploration Stage Company)
  as of December 31, 2004 and 2003 and the related statements of operations, stockholders'
  deficiency and cash flows for the year ended December 31, 2004, the period September
  25, 2003 (Inception) to December 31, 2003 and the period September 25, 2003
  (Inception) to December 31, 2004. These financial statements are the responsibility
  of the Company's management. Our responsibility is to express an opinion on
  these financial statements based on our audits.

We conducted our audits in accordance with 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 audits provide
  a reasonable basis for our opinion.

In our opinion, these financial statements referred to above
  present fairly, in all material respects, the financial position of Lincoln
  Gold Corporation as of December 31, 2004 and 2003 and the results of its operations
  and its cash flows for the year ended December 31, 2004, the period September
  25, 2003 (Inception) to December 31, 2003 and the period September 25, 2003
  (Inception) to December 31, 2004 in conformity with accounting principles generally
  accepted in the United States of America.

The accompanying financial statements referred to above have
  been prepared assuming that the Company will continue as a going concern. As
  discussed in Note 1 to the financial statements, the Company is in the exploration
  stage and has no established source of revenue and is dependent on its ability
  to raise capital from shareholders or other sources to sustain operations. These
  factors, along with other matters as set forth in Note 1, raise substantial
  doubt that the Company will be able to continue as a going concern. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

|Vancouver, Canada | “Amisano Hanson”     
|----------------- | ---------------------
|April 14, 2005    | Chartered Accountants

|750 WEST PENDER STREET, SUITE 604 | TELEPHONE:  604-689-0188  
|--------------------------------- | --------------------------
|VANCOUVER CANADA                  | FACSIMILE: 604-689-9773   
|V6C 2T7                           | E-MAIL:  amishan@telus.net

---

LINCOLN GOLD CORPORATION
  (An Exploration Stage Company) 
  BALANCE SHEETS

|                                                            |   | DECEMBER 31 |  
|----------------------------------------------------------- | - | ----------- | -
|                                                            |   | 2004        |  
|                                                            |   |             |  
|ASSETS                                                      |   |             |  
|                                                            |   |             |  
|Current                                                     |   |             |  
|Cash                                                        | $ | 127,785     |  
|                                                            |   |             |  
|LIABILITIES                                                 |   |             |  
|                                                            |   |             |  
|Current                                                     |   |             |  
|Accounts payable and accrued liabilities
      (Note 9)     | $ | 121,564     |  
|Loans payable (Note 5)                                      |   | 50,180      |  
|                                                            |   | 171,744     |  
|                                                            |   |             |  
|Note Payable(Note 6)                                        |   | 200,000     |  
|                                                            |   | 371,744     |  
|                                                            |   |             |  
|STOCKHOLDERS’ EQUITY (DEFICIENCY)                           |   |             |  
|                                                            |   |             |  
|Share Capital(Notes 7 and 10)                               |   |             |  
|Authorized:                                                 |   |             |  
|100,000,000
      common shares, par value $0.001 per share |   |             |  
|                                                            |   |             |  
|Issued and outstanding:                                     |   |             |  
|38,400,000
      common shares at December 31, 2004 and     |   |             |  
|2,400,000
      common shares at December 31, 2003          |   |             |  
|                                                            |   | 38,400      |  
|Share subscriptions receivable                              |   | (528,000    | )
|Additional paid-in capital                                  |   | 2,074,663   |  
|                                                            |   |             |  
|Deficit Accumulated During The Exploration Stage            |   | (1,829,022  | )
|                                                            |   | (243,959    | )
|                                                            |   |             |  
|                                                            | $ | 127,785     |  

Nature and Continuance of Operations (Note 1) 
  Commitments (Notes 4, 6, 7 and 10) 
  Subsequent Events (Notes 4 and 10)

SEE ACCOMPANYING NOTES

---

LINCOLN GOLD CORPORATION
  (An Exploration Stage Company) STATEMENTS OF OPERATIONS

|                                        |   |             |   |   | PERIOD FROM  |   |   | PERIOD FROM  |  
|--------------------------------------- | - | ----------- | - | - | ------------ | - | - | ------------ | -
|                                        |   |             |   |   | INCEPTION    |   |   | INCEPTION    |  
|                                        |   | YEAR        |   |   | SEPTEMBER 25 |   |   | SEPTEMBER 25 |  
|                                        |   | ENDED       |   |   | 2003 TO      |   |   | 2003 TO      |  
|                                        |   | DECEMBER 31 |   |   | DECEMBER 31  |   |   | DECEMBER 31  |  
|                                        |   | 2004        |   |   | 2003         |   |   | 2004         |  
|                                        |   |             |   |   |              |   |   |              |  
|Expenses                                |   |             |   |   |              |   |   |              |  
|Advertising and investor relations      |   | 282,878     |   |   | -            |   |   | 282,878      |  
|Filing and transfer fees                |   | 3,551       |   |   | -            |   |   | 3,551        |  
|Foreign exchange                        |   | 1,675       |   |   | -            |   |   | 1,675        |  
|Interest                                | $ | 19,047      |   | $ | -            |   | $ | 19,047       |  
|Management fees (Note 9)                |   | 4,500       |   |   | -            |   |   | 4,500        |  
|Mineral property acquisition and        |   |             |   |   |              |   |   |              |  
|exploration
      expenditures (Note 9) |   | 263,126     |   |   | 11,509       |   |   | 274,635      |  
|Office and sundry                       |   | 14,978      |   |   | 95           |   |   | 15,073       |  
|Professional fees                       |   | 45,490      |   |   | 4,715        |   |   | 50,205       |  
|Stock based compensation                |   | 1,037,663   |   |   | -            |   |   | 1,037,663    |  
|Travel                                  |   | 18,443      |   |   | -            |   |   | 18,443       |  
|                                        |   |             |   |   |              |   |   |              |  
|Net Loss For The Period                 | $ | (1,691,351  | ) | $ | (16,319      | ) | $ | (1,707,670   | )
|                                        |   |             |   |   |              |   |   |              |  
|                                        |   |             |   |   |              |   |   |              |  
|Basic And Diluted Loss Per Share        | $ | (0.06       | ) | $ | (0.01        | ) |   |              |  
|                                        |   |             |   |   |              |   |   |              |  
|                                        |   |             |   |   |              |   |   |              |  
|Weighted Average Number Of Shares       |   |             |   |   |              |   |   |              |  
|Outstanding                             |   | 30,228,219  |   |   | 1,187,629    |   |   |              |  

SEE ACCOMPANYING NOTES

---

LINCOLN GOLD CORPORATION
  (An Exploration Stage Company) STATEMENTS OF CASH FLOWS

|                                         |   |             |   |   | PERIOD FROM  |   |   | PERIOD FROM  |  
|---------------------------------------- | - | ----------- | - | - | ------------ | - | - | ------------ | -
|                                         |   |             |   |   | INCEPTION    |   |   | INCEPTION    |  
|                                         |   | YEAR        |   |   | SEPTEMBER 25 |   |   | SEPTEMBER 25 |  
|                                         |   | ENDED       |   |   | 2003 TO      |   |   | 2003 TO      |  
|                                         |   | DECEMBER 31 |   |   | DECEMBER 31  |   |   | DECEMBER 31  |  
|                                         |   | 2004        |   |   | 2003         |   |   | 2004         |  
|                                         |   |             |   |   |              |   |   |              |  
|Cash Flows From Operating Activities     |   |             |   |   |              |   |   |              |  
|Net loss for the period                  | $ | (1,691,351  | ) | $ | (16,319      | ) | $ | (1,707,670   | )
|                                         |   |             |   |   |              |   |   |              |  
|Adjustment To Reconcile Net Loss To Net  |   |             |   |   |              |   |   |              |  
|Cash Used By Operating Activities        |   |             |   |   |              |   |   |              |  
|Stock based compensation                 |   | 1,037,663   |   |   | -            |   |   | 1,037,663    |  
|                                         |   |             |   |   |              |   |   |              |  
|Changes In Non-Cash Operating Working    |   |             |   |   |              |   |   |              |  
|Capital                                  |   |             |   |   |              |   |   |              |  
|Accounts payable and accrued liabilities |   | 3,820       |   |   | 15,374       |   |   | 19,194       |  
|                                         |   | (649,868    | ) |   | (945         | ) |   | (650,813     | )
|                                         |   |             |   |   |              |   |   |              |  
|Cash Flows From Financing Activities     |   |             |   |   |              |   |   |              |  
|Share capital issued                     |   | 1,040,000   |   |   | 16,350       |   |   | 1,056,350    |  
|Share subscriptions receivable           |   | (528,000    | ) |   | -            |   |   | (528,000     | )
|Note payable                             |   | 200,000     |   |   | -            |   |   | 200,000      |  
|Loans payable                            |   | 50,180      |   |   | -            |   |   | 50,180       |  
|                                         |   | 762,180     |   |   | 16,350       |   |   | 778,530      |  
|                                         |   |             |   |   |              |   |   |              |  
|Increase In Cash                         |   | 112,312     |   |   | 15,405       |   |   | 127,717      |  
|                                         |   |             |   |   |              |   |   |              |  
|Net Cash Acquired On Acquisition of      |   |             |   |   |              |   |   |              |  
|Subsidiary                               |   | 68          |   |   | -            |   |   | 68           |  
|                                         |   |             |   |   |              |   |   |              |  
|Cash, Beginning Of Period                |   | 15,405      |   |   | -            |   |   | -            |  
|                                         |   |             |   |   |              |   |   |              |  
|Cash, End Of Period                      | $ | 127,785     |   | $ | 15,405       |   | $ | 127,785      |  

SEE ACCOMPANYING NOTES

---

LINCOLN GOLD CORPORATION
  (An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

|                                         |              |   |   |             |  |   |               |   |   |            |   |   | DEFICIT     |   |   |            |  
|---------------------------------------- | ------------ | - | - | ----------- |  | - | ------------- | - | - | ---------- | - | - | ----------- | - | - | ---------- | -
|                                         | COMMON STOCK |   |   | ACCUMULATED |  |   |               |  
|                                         |              |   |   |             |  |   | SHARE         |   |   | ADDITIONAL |   |   | DURING THE  |   |   |            |  
|                                         |              |   |   |             |  |   | SUBSCRIPTIONS |   |   | PAID-IN    |   |   | EXPLORATION |   |   |            |  
|                                         | SHARES       |   |   | AMOUNT      |  |   | RECEIVABLE    |   |   | CAPITAL    |   |   | STAGE       |   |   | TOTAL      |  
|                                         |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|Shares issued for cash at $0.001         | 850,000      |   | $ | 850         |  | $ | -             |   | $ | -          |   | $ | -           |   | $ | 850        |  
|Shares issued for cash at $0.01          | 1,550,000    |   |   | 1,550       |  |   | -             |   |   | 13,950     |   |   | -           |   |   | 15,500     |  
|Net loss for the year                    | -            |   |   | -           |  |   | -             |   |   | -          |   |   | (16,319     | ) |   | (16,319    | )
|                                         |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|Balance, December 31, 2003               | 2,400,000    |   |   | 2,400       |  |   | -             |   |   | 13,950     |   |   | (16,319     | ) |   | 31         |  
|                                         |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|Adjustment to number of shares issued    |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|and outstanding as a result of
      the |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|acquisition of Lincoln Gold Corp.        |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|Lincoln Gold Corp.                       | (2,400,000   | ) |   | -           |  |   | -             |   |   | -          |   |   | -           |   |   | -          |  
|Lincoln Gold Corp. (formerly Braden      |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|Technologies Inc.)                       | 11,400,000   |   |   | 9,000       |  |   | -             |   |   | (9,000     | ) |   | -           |   |   | -          |  
|Fair value of shares issued in           |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|connection with the acquisition          |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|of Lincoln Gold  Corp.                   | 24,000,000   |   |   | 24,000      |  |   | -             |   |   | (4,950     | ) |   | (19,050     | ) |   | -          |  
|                                         |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|Net asset deficiency of legal parent at  |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|date of reverse take-over transaction    | -            |   |   | -           |  |   | -             |   |   |            |   |   | (102,302    | ) |   | (102,302   | )
|                                         |              |   |   |             |  |   |               |   |   | -          |   |   |             |   |   |            |  
|Shares issued for cash at $0.50          | 700,000      |   |   | 700         |  |   | -             |   |   | 349,300    |   |   | -           |   |   | 350,000    |  
|Shares issued for cash at $0.30          | 2,300,000    |   |   | 2,300       |  |   | (528,000      | ) |   | 687,700    |   |   | -           |   |   | 162,000    |  
|Stock based compensation                 | -            |   |   | -           |  |   | -             |   |   | 1,037,663  |   |   | -           |   |   | 1,037,663  |  
|Net loss for the year                    | -            |   |   | -           |  |   | -             |   |   | -          |   |   | (1,691,351  | ) |   | (1,691,351 | )
|                                         |              |   |   |             |  |   |               |   |   |            |   |   |             |   |   |            |  
|Balance, December 31, 2004               | 38,400,000   |   | $ | 38,400      |  | $ | (528,000      | ) | $ | 2,074,663  |   | $ | (1,829,022  | ) | $ | (243,959   | )

SEE ACCOMPANYING NOTES

---

LINCOLN GOLD CORPORATION
  (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS

December 31, 2004 and 2003

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | 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 reported amounts of assets and liabilities, and disclosures
        of contingent assets and liabilities at the date of the financial statements,
        and the reported amounts of revenues and expenses during the reporting
        period. Actual results could differ from those estimates and would impact
        future results of operations and cash flows.

---

Lincoln Gold Corporation 
  (An Exploration Stage Company) 
  Notes To Financial StatementsDecember 31, 2004 and 2003 – Page 2

|2. | SIGNIFICANT ACCOUNTING POLICIES–
        (cont’d)
|-- | -------------------------------------------------
|  
|   | a)                                               
|  
|   |                                                  
|  
|   | b)                                               
|  
|   |                                                  
|  
|   | c)                                               
|  
|   |                                                  
|  
|   |                                                  
|   |                                                  
|   |                                                  
|  
|   | d)                                               
|  
|   |                                                  

---

Lincoln Gold Corporation 
  (An Exploration Stage Company) 
  Notes To Financial StatementsDecember 31, 2004 and 2003 – Page 3

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|  
|   | e)                                        
|  
|   |                                           
|  
|   | f)                                        
|  
|   |                                           
|  
|   | g)                                        
|  
|   |                                           
|  
|   | h)                                        
|  
|   |                                           

---

Lincoln Gold Corporation 
  (An Exploration Stage Company) 
  Notes To Financial StatementsDecember 31, 2004 and 2003 – Page 4

|2. | SIGNIFICANT ACCOUNTING POLICIES–
        (cont’d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|3. | ACQUISITION OF LINCOLN GOLD CORP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | Effective March 26, 2004, Braden Technologies
        Inc. acquired 100% of the issued and outstanding shares of Lincoln Gold
        Corp. by issuing 24,000,000 common shares. Since the transaction resulted
        in the former shareholders of Lincoln Gold Corp. owning the majority of
        the issued shares of Braden Technologies Inc., the transaction, which
        is referred to as a “reverse acquisition”, has been treated
        for accounting purposes as an acquisition by Lincoln Gold Corp. of the
        net assets and liabilities of Braden Technologies Inc. Under this purchase
        method of accounting, the results of operations of Braden Technologies
        Inc. are included in these consolidated financial statements from March
        26, 2004. The comparative figures for the year ended December 31, 2003
        are those of Lincoln Gold Corp.

---

Lincoln Gold Corporation 
  (An Exploration Stage Company) 
  Notes To Financial StatementsDecember 31, 2004 and 2003 – Page 5

|3. | ACQUISITION OF LINCOLN GOLD CORP.–
        (cont’d)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Braden Technologies Inc. had a net asset deficiency
        at the acquisition date, therefore, the 24,000,000 common shares issued
        on acquisition were issued at an ascribed value of $Nil with the net
        asset deficiency of $102,302 charged to deficit. Lincoln Gold Corp.
        is deemed to be the purchaser for accounting purposes. Accordingly, its
        net assets are included in the consolidated balance sheet at their previously
        recorded amounts.
|  
|   | Effective March 26, 2004, Braden Technologies Inc.
        changed its name to Lincoln Gold Corporation.                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | The acquisition is summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| | Current Assets         | $ | 68       |  
| | ---------------------- | - | -------- | -
| | Current Liabilities    |   | (102,370 | )
| |                        |   |          |  
| | Net Asset (Deficiency) | $ | (102,302 | )

|4. | MINERAL PROPERTY INTERESTS
|-- | --------------------------
|  
|   | a)                        
|  
|   |                           
|  
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           

---

Lincoln Gold Corporation 
  (An Exploration Stage Company) 
  Notes To Financial StatementsDecember 31, 2004 and 2003 – Page 6

|4. | MINERAL PROPERTY INTERESTS–
        (cont’d)
|-- | --------------------------------------------
|  
|   | b)                                          
|  
|   |                                             
|  
|   |                                             
|   |                                             
|   |                                             
|   |                                             
|   |                                             
|   |                                             
|  
|   | c)                                          
|  
|   |                                             
|  
|   | d)                                          
|  
|   |                                             
|  
|   |                                             
|   |                                             
|   |                                             
|   |                                             
|   |                                             
|  
|   |                                             

---

Lincoln Gold Corporation 
  (An Exploration Stage Company) 
  Notes To Financial StatementsDecember 31, 2004 and 2003 – Page 7

|4. | MINERAL PROPERTY INTERESTS–
        (cont’d)
|-- | --------------------------------------------
|  
|   | e)                                          
|  
|   |                                             
|  
|   |                                             
|  
|   | f)                                          
|  
|   |                                             
|  
|   |                                             
|  
|   | g)                                          
|  
|   |                                             
|  
|   |                                             
|  
|5. | LOANS PAYABLE                               

| |                                                                                       |   | 2004   |  |   | 2003
| | ------------------------------------------------------------------------------------- | - | ------ |  | - | ----
| |                                                                                       |   |        |  |   |     
| | Interest at 5% per annum, unsecured and
      repayable on demand                     | $ | 46,000 |  | $ | -   
| |                                                                                       |   |        |  |   |     
| | Interest free, unsecured, repayable on demand,
      due to a director of the Company |   | 4,180  |  |   | -   
| |                                                                                       |   |        |  |   |     
| |                                                                                       | $ | 50,180 |  | $ | -   

---

Lincoln Gold Corporation 
  (An Exploration Stage Company) 
  Notes To Financial StatementsDecember 31, 2004 and 2003 – Page 8

|6. | NOTE PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | On January 28, 2004, Lincoln Gold Corp. issued a
        $200,000 convertible note with 5,000,000 warrants to purchase common
        stock of the Company at $0.04 per share which expire on January 28,
        2006. The note carries an interest rate of 10% compounded monthly and
        is due on January 28, 2006. The interest is payable annually with the
        second year interest payment due with the principal amount. The holder
        can convert any portion of the debt to common stock at a value of $0.04
        per share until the maturity date. Warrants can be exercised at a minimum
        of 1,000 shares per exercise at $0.04 per share until the expiration
        date.
|  
|7. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | Commitments: (Note 6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | A summary of the change in stock options for the
        year ended December 31, 2004 is presented below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |                                                |           | WEIGHTED
| | ---------------------------------------------- | --------- | --------
| |                                                | NUMBER    | AVERAGE 
| |                                                | OF        | EXERCISE
| |                                                | OPTIONS   | PRICE   
| |                                                |           |         
| | Outstanding, December 31, 2003                 | -         | -       
| |                                                |           |         
| | Granted                                        | 2,410,000 | $0.60   
| | Expired                                        | -         | -       
| |                                                |           |         
| | Outstanding and exercisable, December 31, 2004 | 2,410,000 | $0.60   

| | As at December 31, 2004, the following stock options were outstanding:
| | ----------------------------------------------------------------------

|NUMBER           |  | EXERCISE |  | EXPIRY           
|---------------- |  | -------- |  | -----------------
|OF
      OPTIONS |  | PRICE    |  | DATE             
|                 |  |          |  |                  
|2,010,000        |  | $0.60    |  | May 25, 2007     
|400,000          |  | $0.60    |  | September 1, 2007

---

Lincoln Gold Corporation 
  (An Exploration Stage Company) 
  Notes To Financial StatementsDecember 31, 2004 and 2003 – Page 9

|7. | COMMON STOCK– (cont’d)                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------
|  
|   | Commitments: (Note 6) – (cont’d)                                                                                         
|  
|   | Stock Options – (cont’d)                                                                                                 
|  
|   | The following assumptions were used for recording
        stock-based compensation expense using the Black-Scholes model:

| | Risk-free interest rate                     | 2.50%  
| | ------------------------------------------- | -------
| | Dividend-free yield                         | 0%     
| | Expected volatility                         | 115.37%
| | Weighted average expected stock option life | 2 years

|   | The weighted average fair value of the employee and
        director stock options granted was $0.43 per share.
      Share Subscriptions Receivable
      During the year ended December 31, 2004, the Company
        issued 2,300,000 units at $0.30 per unit for total proceeds of $690,000
        of which $528,000 is recorded as share subscriptions receivable.
      Each unit consists of one common share and one share
        purchase warrant entitling the holder to purchase one additional share
        at $0.40 for one year or at $0.50 for a second year. Subsequent
        to December 31, 2004 the share subscriptions receivable were received
        in cash.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | INCOME TAXES
      A reconciliation of income taxes at statutory rates
        with the reported rates is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                                             |   | 2004       |   |   | 2003    |  
| | ------------------------------------------- | - | ---------- | - | - | ------- | -
| |                                             |   |            |   |   |         |  
| | Net loss for the period                     | $ | (1,691,351 | ) | $ | (16,319 | )
| |                                             |   |            |   |   |         |  
| | Statutory rate                              |   | 35%        |   |   | 35%     |  
| | Expected income tax recovery                |   | 592,000    |   |   | 5,700   |  
| | Non-deductible items                        |   | (390,800   | ) |   | -       |  
| | Unrecognized benefits of non-capital losses |   | (201,200   | ) |   | (5,700  | )
| |                                             |   |            |   |   |         |  
| | Income taxes                                | $ | -          |   | $ | -       |  

---

Lincoln Gold Corporation 
  (An Exploration Stage Company) 
  Notes To Financial StatementsDecember 31, 2004 and 2003 – Page 10

|8. | INCOME TAXES– (cont’d)                                           
|-- | -----------------------------------------------------------------
|  
|   | The components of the deferred tax assets are as
        follows:

| |                                 |   | 2004     |   |   | 2003   |  
| | ------------------------------- | - | -------- | - | - | ------ | -
| |                                 |   |          |   |   |        |  
| | Deferred tax assets             |   |          |   |   |        |  
| | Net operating loss carryforward | $ | 207,000  |   | $ | 5,700  |  
| | Exploration
      expenditures  |   | 27,600   |   |   | -      |  
| |                                 |   |          |   |   |        |  
| | Deferred tax asset              |   | 234,600  |   |   | 5,700  |  
| | Valuation allowance             |   | (234,600 | ) |   | (5,700 | )
| |                                 |   |          |   |   |        |  
| | Deferred tax asset, net         | $ | -        |   | $ | -      |  

|   | The valuation allowance reflects the Company’s
        estimates that the tax assets more likely than not will not be realized.
        The Company has net operating losses of approximately $585,500 which
        expire in 2023 and 2024.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|9. | RELATED PARTY TRANSACTIONS(Note 5)                                                                                                                                                                                                           
|  
|   | During the years ended December 31, 2004 and 2003,
        the Company incurred the following expenses with an officer and a company
        with a director in common:                                                                      

| |                                           |   | 2004  |  |   | 2003
| | ----------------------------------------- | - | ----- |  | - | ----
| |                                           |   |       |  |   |     
| | Management fees                           | $ | 4,500 |  | $ | -   
| | Mineral property exploration expenditures | $ | 4,709 |  | $ | -   

|    | These expenditures were recorded at the exchange amount
        which is the amount agreed to by the transacting parties.
      Included in accounts payable is $8,299 (2003: $250)
        due to related parties which include directors, officers and a company
        with a director in common.                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|10. | SUBSEQUENT EVENTS(Notes 4 and 7)
      Subsequent to December 31, 2004, the Company completed
        the placement of 3,158,000 units at $0.30 per unit for proceeds of
        $947,400. Each units consists of one common share and one share purchase
        warrant. Each warrant entitles the holder to purchase one additional share
        at $0.40 for one year or at $0.50 for a second year.

---

|ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.
|------- | -------------------------------------------------------------------------------------------

We dismissed DeMello & Company, Chartered Accountants
  ("DeMello & Company") as our principal independent accountant effective
  February 14, 2005. We engaged Amisano Hanson, Chartered Accountants as our principal
  independent accountant effective February 14, 2005. The decision to change principal
  independent accountants has been approved by our board of directors.

DeMello & Company's report dated February 23, 2004 on
  the balance sheets of Braden Technologies Inc. as at December 31, 2003 and 2002
  and the statements of loss and deficit accumulated through the exploration stage,
  cash flows and stockholders’ equity for the years ended December 31, 2003
  and 2002 did not contain any adverse opinion or disclaimer of opinion, nor was
  it modified as to uncertainty, audit scope, or accounting principles.

In connection with the audits of the two fiscal years ended
  December 31, 2003 and 2002 and the subsequent interim period through to February
  14, 2005, there were no disagreements with DeMello & Company on any matter
  of accounting principles or practices, financial statement disclosure, or auditing
  scope or procedures, which disagreements if not resolved to the satisfaction
  of the DeMello & Company would have caused them to make reference thereto
  in their reports on our audited financial statements.

We provided DeMello & Company with a copy of the foregoing
  disclosures and requested in writing that DeMello & Company furnish us with
  a letter addressed to the Securities and Exchange Commission stating whether
  or not they agree with such disclosures. We received the requested letter from
  DeMello & Company wherein they have confirmed their agreement to our disclosures.
  A copy of DeMello & Company’s letter has been filed as an exhibit
  to our Current Report on Form 8-K filed with the Securities and Exchange Commission
  on February 17, 2005.

33 of 48

---

|ITEM 8A. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the “Exchange Act”), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of December 31, 2004, being the date of our most recently completed fiscal
  year. This evaluation was carried out under the supervision and with the participation
  of our Chief Executive Officer and Chief Financial Officer, Mr. Paul Saxton.
  Based upon that evaluation, our Chief Executive Officer and Chief Financial
  Officer concluded that our disclosure controls and procedures are effective
  in timely alerting management to material information relating to us required
  to be included in our periodic SEC filings. There have been no significant changes
  in our internal controls or in other factors that could significantly affect
  internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission’s rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and our Chief Financial Officer, to allow timely decisions regarding
  required disclosure.

During our most recently completed fiscal year ended December
  31, 2004 there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term “internal control over financial reporting”
  is defined as a process designed by, or under the supervision of, the registrant’s
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant’s board of directors,
  management and other personnel, to provide reasonable assurance regarding the
  reliability of financial reporting and the preparation of financial statements
  for external purposes in accordance with generally accepted accounting principles
  and includes those policies and procedures that:

|(a) | Pertain to the maintenance of records that in reasonable detail accurately
      and fairly reflect the transactions and dispositions of the assets of the
      registrant;                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                          
|(b) | Provide reasonable assurance that transactions are recorded as necessary
      to permit preparation of financial statements in accordance with generally
      accepted accounting principles, and that receipts and expenditures of the
      registrant are being made only in accordance with authorizations of management
      and directors of the registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                          
|(c) | Provide reasonable assurance regarding prevention or timely detection
      of unauthorized acquisition, use or disposition of the registrant’s
      assets that could have a material effect on the financial statements.                                                                                                                                              

34 of 48

---

PART III

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

Our current executive officers and directors are:

|Name                  | Age | Position                                                     
|--------------------- | --- | -------------------------------------------------------------
|Andrew F. B. Milligan | 82  | Director and Chairman of the Board                           
|Paul F. Saxton        | 58  | Director, President, Chief Executive Officer, Chief Financial
|                      |     | Officer and Chief Operating Officer                          
|James Chapman         | 51  | Director                                                     
|James Currie          | 54  | Director                                                     
|Stephen Chi           | 66  | Director                                                     
|Jeffrey Wilson        | 56  | Vice-President - Exploration                                 

Andrew F. B. Milligan, Chairman and Director

Mr. Andrew Milligan was appointed as one of our directors
  on March 26, 2004. Our board of directors also appointed Mr. Milligan as our
  chairman as of March 26, 2004. Mr. Milligan is a business executive who has
  concentrated on mining ventures over the past 25 years. From 1984 to 1986 he
  was President and Chief Executive Officer of Glamis Gold Ltd. In November 1986
  he was appointed President and Chief Executive Officer of Cornucopia Resources
  Ltd. In 1998 and 1999 Cornucopia disposed of its gold mining interests and subsequently
  merged with three other companies to form Quest Investment Corporation. Mr.
  Milligan was a director of Quest until June, 2003. He is currently a director
  of several mining companies trading on both the American Stock Exchange and
  the TSX Venture Exchange.

Paul F. Saxton, President, Chief Executive Officer, Chief Financial Officer,
  Chief Operating Officer and Director

Mr. Saxton was appointed as a director of the Company on March
  26, 2004. Our board of directors also appointed Mr. Saxton as our chief executive
  officer and our chief financial officer as of March 26, 2004. Paul Saxton is
  a mining engineer who also holds an MBA from the University of Western Ontario.
  He has been active in the mining industry since 1969, holding various positions
  including mining engineer, mine superintendent, President and CEO of numerous
  Canadian mining companies. Following 10 years with Cominco, Paul became Vice
  President and President of Mascot Gold Mines Ltd., initially working on the
  design and construction of the Nickel Plate mine in BC. Subsequently Paul became
  a Vice-President of Corona Corporation where he was responsible for western
  operations and exploration for the company and was instrumental in the re-opening
  of the Nickel Plate. In 1989, Paul was appointed Senior Vice President of Viceroy
  Resource Corporation where he was responsible for obtaining financing and the
  construction and operations of the Castle Mountain mine in California. As President
  of Loki Gold Corporation and Baja Gold Inc, Paul was responsible for bringing
  the Brewery Creek Gold mine into production. Following his departure from Viceroy
  in 1998, Paul became President of Standard Mining Corp., organizing the company
  and supervising its exploration activities until 2001, when Standard Mining
  Corp. was merged with Doublestar Resources Ltd.

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James Chapman, Director

Mr. Chapman was appointed as one of our directors on April
  12, 2004. Mr. Chapman graduated from the University of British Columbia in 1976
  with a B.Sc. Geology degree and has focused on mineral exploration primarily
  for junior mining companies and consulting groups. This experience has incorporated
  all aspects of the industry from property evaluation, project generation through
  implementation and report preparation for owners, clients and regulatory authorities.
  Since 1982 he has operated as an independent consulting geologist on projects
  including precious and base metals, uranium, diamonds and phosphate, from reconnaissance
  level projects to deposit definition drill programs. He is a “Qualified
  Person” under Canadian regulations, as defined by National Instrument
  Policy 43.101.

James A. Currie, Director

Mr. Currie was appointed as one of our directors on April
  12, 2004. Mr. Currie is the President of Luzon Minerals Ltd. and is a mining
  engineer with more than 24 years experience in the industry, having worked in
  operations and development in Canada, the United States and S.E. Asia. Early
  in his career he worked for such major companies as Placer-Dome, Noranda and
  Fording Coal. In recent years, he has worked as a senior executive for a number
  of junior exploration and development companies including: Queenstake Resources
  Ltd., Galactic Resources Ltd. Cornucopia Resources Ltd., and most recently,
  Ivanhoe Mines Ltd., where he was responsible for Ivanhoe’s activities
  in Myanmar and was a member of the Board of Directors of Myanmar Ivanhoe Copper
  Company Ltd. Mr. Currie is also Vice-President of Behre Dolbear and Company
  Ltd., the Canadian arm of Behre Dolbear and Company Inc., an international minerals
  consultancy based out of Denver, Colorado. In his capacity with Behre Dolbear,
  Mr. Currie has acted as Project Manager and as a “Qualified Person”
  on a number of reports submitted to the TSE and TSX Venture exchanges.

Stephen Chi, Director

Mr. Chi was appointed as a director of the Company on August
  20, 2004. Mr. Chi is a professional mining engineer with a career as an executive
  of the international mining and construction giant, Washington Group International
  (formerly Morrison Knudsen Company). He has traveled and worked worldwide, including
  the Americas, Asia and Europe. Mr. Chi currently serves on the board of administrators
  for a large lignite mine and power plant complex in Leipzig, Germany. Mr. Chi
  has extensive experience in all aspects of mining and development including
  gold and precious metals mining and previously served on the board of NASDAQ-listed
  MK Gold Company.

SIGNIFICANT EMPLOYEES OR CONSULTANTS

Jeffrey Wilson, Vice-President - Exploration

Mr. Wilson has been appointed as our Vice President - Exploration
  on May 25, 2004. Mr. Wilson has twenty-seven years of professional exploration
  experience in the United States, Mexico and Central America with emphasis on
  gold. He served as Director of Exploration for Echo Bay Exploration Inc. for
  eleven years, first in western U.S. and later in Mexico and Central America.
  He earlier served as Exploration Manager, Western U.S., with Tenneco Minerals
  Company, with most projects in Nevada. Mr. Wilson earned his MSc. in Geology
  from the University of Southern California.

We also have consulting relationships with other geologists
  and persons that are included in our projects and properties from time to time.

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TERMS OF OFFICE

Our directors are elected to hold office until the next annual
  meeting of our shareholders and until their respective successors have been
  elected and qualified. Our executive officers are appointed by our board of
  directors to hold office until their successors are appointed.

AUDIT COMMITTEE

We presently do not have an audit committee of our board of
  directors due to the fact that we are in the early stage of our operations and
  have only recently acquired our mineral properties. Our board of directors anticipates
  appointing an audit committee during the current fiscal year. At present, there
  is no person on our board of directors who would qualify as an audit committee
  expert. Accordingly, we anticipate that any audit committee that is appointed
  by our board of directors will not include an audit committee expert unless
  a new director who can meet these criteria is appointed to our board of directors.

CODE OF ETHICS

We have presently not adopted a code of ethics due to the
  fact that we are in the early stage of our operations and have only recently
  acquired our mineral properties. We have received a draft code of ethics prepared
  by our legal counsel for our review and consideration. Our board of directors
  is currently reviewing this draft code of ethics and anticipates adopting a
  code of ethics during the current fiscal year.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers
  and directors, and persons who beneficially own more than ten percent of our
  equity securities, to file reports of ownership and changes in ownership with
  the Securities and Exchange Commission. Officers, directors and greater than
  ten percent shareholders are required by SEC regulation to furnish us with copies
  of all Section 16(a) forms they file. Based on our review of the copies of such
  forms received by us, we believe that during the fiscal year ended December
  31, 2004 all such filing requirements applicable to our officers and directors
  were complied with other than the following reports were filed late by the following
  persons:

|                               | Number  | Transactions | Known Failures    
|------------------------------ | ------- | ------------ | ------------------
|                               | Of Late | Not Timely   | To File a Required
|Name and Principal Position    | Reports | Reported     | Form              
|Paul Saxton, President         | Two     | Two          | None              
|Director                       |         |              |                   
|Andrew Milligan, Director      | Two     | Two          | None              
|James Chapman, Director        | Two     | Two          | None              
|James Currie, Director         | Two     | Two          | None              
|Stephen Chi, Director          | One     | None         | None              
|Jeffrey Wilson, Vice-President | Two     | One          | None              
|Alexander Holtermann,          |         |              |                   
|10% Shareholder                | One     | One          | None              

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|ITEM 10. | EXECUTIVE COMPENSATION.
|-------- | -----------------------

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth compensation information as
  to our chief executive officer, Mr. Paul Saxton, and Mr. Peter, Bell, our former
  chief executive officer, for the past three fiscal years. None of our executive
  officers earned more than $100,000 during our most recently completed fiscal
  year. Mr. Saxton and Mr. Bell are our named executive officers. No other compensation
  was paid to any such officer or directors other than the cash and stock option
  compensation set forth below.

|SUMMARY COMPENSATION TABLE          
|------------------------------------
|                                    
|Name                                
|Restricted
      Stock
      Awarded
|Paul Saxton (1)                     
|Peter Bell (2)                      

|(1) | Mr. Saxton was appointed as a director and as our
        president, chief executive officer and chief financial officer on March
        26, 2004. We paid a management fee of $4,500 to a private holding
        company of Mr. Saxton during our fiscal year ended December 31, 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Mr. Bell resigned as our president and chief executive
        officer on March 26, 2004.                                                                                                                                                                                                

STOCK OPTION GRANTS

The following table sets forth information with respect to stock options granted
  to directors and officers, including our named executive officers, for our fiscal
  year ended December 31, 2004.

|OPTION/SAR GRANTS IN LAST FISCAL YEAR(INDIVIDUAL GRANTS)                                              
|------------------------------------------------------------------------------------------------------
|Name                                                                                                  
|Paul Saxton
      Director, President, Chief
      Executive Officer and Chief
      Financial Officer
|Andrew Milligan
      Director                                                                        

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|OPTION/SAR GRANTS IN LAST FISCAL YEAR(INDIVIDUAL GRANTS)
|--------------------------------------------------------
|Name                                                    
|James Currie  
      Director                           
|James Chapman  
      Director                          
|Jeffrey Wilson  V
      ice-President Exploration       

The following is a summary of the share purchase options exercised by our
  directors and officers, including our named executive officers, during our fiscal
  year ended December 31, 2004:

|AGGREGATED OPTION/SAR EXERCISES DURING THE LASTFINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES  
|------------------------------------------------------------------------------------------------------------
|Name (#)                                                                                                    
|Paul Saxton  
      Director, President, Chief  
      Executive Officer and Chief  
      Financial Officer
|Andrew Milligan  
      Director                                                                            
|James Currie  
      Director                                                                               
|James Chapman  
      Director                                                                              
|Jeffrey Wilson  
      Vice-President Exploration                                                           

We do not have any long-term incentive plans, pension plans, or similar compensatory
  plans for our directors or executive officers.

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|EMPLOYMENT CONTRACTS                                                                
|------------------------------------------------------------------------------------
|                                                                                    
|We do not have any employment contracts with any
      of our officers or directors.

|ITEM 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT.
|-------- | ---------------------------------------------------------------------

|The following table sets forth
        certain information concerning the number of our common shares owned beneficially
        as of March 28, 2005 by: (i) each person (including any group) known to
        us to own more than five percent (5%) of our common stock, (ii) each of
        our directors and by each of our executive officers, and (iii) our executive
        officers and directors as a group. Unless otherwise indicated, the shareholders
        listed possess sole voting and investment power with respect to the shares
        shown.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Title of Class          | Name and Address of Beneficial Owner                                                                     | Number of Shares of Common Stock | Percentage of Common Stock(1)
|----------------------- | -------------------------------------------------------------------------------------------------------- | -------------------------------- | -----------------------------
|Directors and  Officers |                                                                                                          |                                  |                              
|Common Stock            | Paul F. Saxton, Director, President,  
      Chief Executive Officer and Chief  
      Financial Officer | 5,930,000 (2)                    | 14.2%                        
|Common Stock            | Andrew F.B. Milligan, Director                                                                           | 1,930,000 (3)                    | 4.6%                         
|Common Stock            | James Chapman, Director                                                                                  | 1,700,000 (4)                    | 4.1%                         
|Common Stock            | James Currie, Director                                                                                   | 1,700,000 (5)                    | 4.1%                         
|Common Stock            | Stephen Chi, Director                                                                                    | Nil                              | 0.0%                         
|Common Stock            | Jeffrey Wilson, Vice President  
      Exploration                                                       | 430,000 (6)                      | 1.0%                         
|Common Stock            | All Directors and Executive  Officers
      as a Group (6 persons)                                       | 11,690,000 (7)                   | 27.0%                        
|5% Stockholders         |                                                                                                          |                                  |                              
|Common Stock            | Dennis Lyle Higgs (8),(9) 
      
      4520 West 5th Avenue  
      Vancouver, B.C.  
      V6R 1S7     | 3,460,000 shares                 | 8.3%                         
|Common Stock            | Darlene Higgs (8),(10) 
      
      4520 West 5th Avenue  
      Vancouver, BC  
      V6R 1S7          | 3,460,000 shares                 | 8.3%                         
|Common Stock            | Douglas V. Higgs (8),(11) 
      
      110 - 7180 Lindsay Road  
      Richmond, BC  
      V7C 3M6     | 3,460,000 shares                 | 8.3%                         
|Common Stock            | Darcy Alan Higgs (2),(12) 
      
      4756 Drummond Drive  
      Vancouver, BC  
      V6T 1B4        | 3,460,000 shares                 | 8.3%                         

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|Title of Class | Name and Address of Beneficial Owner                                                                                                      | Number of Shares of Common Stock | Percentage of Common Stock(1)
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | -----------------------------
|Common Stock   | Carleen Higgs (8),(13) 
      
      4756 Drummond Drive  
      Vancouver, BC  
      V6T 1B4                                            | 3,460,000 shares                 | 8.3 %                        
|Common Stock   | Terri-Lyn Ker (8),(14) 
      
      4924 45thAvenue  
      Delta, BC  
      V4K 1K3                                                    | 3,460,000 shares                 | 8.3 %                        
|Common Stock   | Alexander Holtermann (15)  
      Kranichsteiner Str. 21  
      60598 Frankfurt am Main, Germany                                         | 11,500,000 shares                | 22.3 %                       
|Common Stock   | Clive de Larrabeiti  
      South Lodge, Pax Hill Park  
      Lindfield, West Sussex  
      RH16 2QY, UK                                | 3,000,000 shares
      Direct    | 7.2 %                        
|Common Stock   | Joe Eberhard  
      Dorfstrasse #15  
      CH 8903, Birmensdorf  
      Switzerland                                                     | 3,000,000 shares
      Direct    | 7.2 %                        
|Common Stock   | Michael Baybak (16)  
      Suite 1200  
      750 West Pender Street  
      Vancouver, B.C.                                             | 2,500,000 shares
      Indirect  | 6.0 %                        
|Common Stock   | Sprott Asset Management Inc.(17) 
      
      Suite 2700, South Tower, Royal Bank  
      Plaza, Toronto, Ontario M5J 2J1  
      Canada | 3,400,000                        | 7.9 %                        

|(1) | Under Rule 13d-3, a beneficial owner of a security
        includes any person who, directly or indirectly, through any contract,
        arrangement, understanding, relationship, or otherwise has or shares:
        (i) voting power, which includes the power to vote, or to direct the voting
        of shares; and (ii) investment power, which includes the power to dispose
        or direct the disposition of shares. Certain shares may be deemed to be
        beneficially owned by more than one person (if, for example, persons share
        the power to vote or the power to dispose of the shares). In addition,
        shares are deemed to be beneficially owned by a person if the person has
        the right to acquire the shares (for example, upon exercise of an option)
        within 60 days of the date as of which the information is provided. In
        computing the percentage ownership of any person, the amount of shares
        outstanding is deemed to include the amount of shares beneficially owned
        by such person (and only such person) by reason of these acquisition rights.
        As a result, the percentage of outstanding shares of any person as shown
        in this table does not necessarily reflect the person’s actual ownership
        or voting power
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|     | with respect to the number of shares of common stock
        actually outstanding on March 28, 2005. As of March 28, 2005, there were
        41,558,000 shares issued and outstanding.                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(2)  | Consists of 5,500,000 shares held by Mr. Saxton
        and 430,000 shares that can be acquired by Mr. Saxton upon exercise of
        options to purchase shares held by Mr. Saxton within 60 days of the date
        hereof.                                                                                                                                                                                                                                                                                                                                                              
|    
|(3)  | Consists of 1,500,000 shares held by Mr. Milligan
        and 430,000 shares that can be acquired by Mr. Milligan upon exercise
        of options to purchase shares held by Mr. Milligan within 60 days of the
        date hereof.                                                                                                                                                                                                                                                                                                                                                        
|    
|(4)  | Consists of 1,500,000 shares held by Mr. Chapman
        and 200,000 shares that can be acquired by Mr. Chapman upon exercise of
        options to purchase shares held by Mr. Chapman within 60 days of the date
        hereof.                                                                                                                                                                                                                                                                                                                                                           
|    
|(5)  | Consists of 1,500,000 shares held by Mr. Currie
        indirectly through Anacortes Management Ltd. and 200,000 shares that can
        be acquired by Mr. Currie upon exercise of options to purchase shares
        held by Mr. Currie within 60 days of the date hereof.James Currie beneficially
        owns a 100% interest in Anacortes Management Ltd.                                                                                                                                                                                                                              
|    
|(6)  | Consists of 430,000 shares that can be acquired
        by Mr. Wilson upon exercise of options to purchase shares held by Mr.
        Wilson within 60 days of the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|(7)  | Consists of 10,000,000 shares held by our directors
        and executive officers and 1,690,000 shares that can be acquired by our
        directors and executive officers upon exercise of options to purchase
        shares held by our directors and executive officers within 60 days of
        the date hereof.                                                                                                                                                                                                                                                                     
|    
|(8)  | All shares indicated as beneficially owned include
        the following shares because of the affiliation between Dennis Higgs,
        Darlene Higgs, Douglas Higgs, Darcy Higgs, Carleen Higgs and Terri-Lyn
        Ker: (i) 800,000 shares owned by Dennis Higgs; (ii) 320,000 shares owned
        by Darlene Higgs; (iii) 800,000 shares owned by Douglas Higgs; (iv) 800,000
        shares owned by Darcy Higgs; (v) 300,000 shares owned by Carleen Higgs
        and registered in the name of Santorini Investments Ltd.; and (vi) 440,000
        shares owned by Terri-Lyn Ker.
|    
|(9)  | Dennis Higgs is: (i) the husband of Darlene Higgs;
        (ii) the brother of Douglas Higgs, Darcy Higgs and Terri-Lyn Ker; and
        (iii) the brother-in-law of Carleen Higgs. Dennis Higgs disclaims any
        beneficial ownership of all shares owned by Darlene Higgs, Douglas Higgs,
        Darcy Higgs, Carlene Higgs and Terri-Lyn Ker.                                                                                                                                                                                                                                       
|    
|(10) | Darlene Higgs is: (i) the wife of Dennis Higgs;
        (ii) the sister-in-law of Douglas Higgs, Darcy Higgs and Terri-Lyn Ker;
        and (iii) the sister-in-law of Carleen Higgs. Darlene Higgs disclaims
        any beneficial ownership of all shares owned by Dennis Higgs, Douglas
        Higgs, Darcy Higgs, Carleen Higgs and Terri-Lyn Ker.                                                                                                                                                                                                                                     
|    
|(11) | Douglas Higgs is: (i) the brother of Darcy Higgs,
        Dennis Higgs and Terri-Lyn Ker; and (ii) the brother-in-law of Carleen
        Higgs and Darlene Higgs. Douglas Higgs disclaims any beneficial ownership
        of all shares owned by Dennis Higgs, Darlene Higgs, Darcy Higgs, Carleen
        Higgs and Terri-Lyn Ker.                                                                                                                                                                                                                                                         
|    
|(12) | Darcy Higgs is: (i) the husband of Carleen Higgs;
        (ii) the brother of Dennis Higgs, Douglas Higgs and Terri-Lyn Ker; and
        (iii) the brother-in-law of Darlene Higgs. Darcy Higgs disclaims any beneficial
        ownership of all shares owned by Dennis Higgs, Darlene Higgs, Douglas
        Higgs, Carleen Higgs and Terri-Lyn Ker.                                                                                                                                                                                                                                       
|    
|(13) | Carleen Higgs is: (i) the wife of Darcy Higgs; (ii)
        the sister-in-law of Douglas Higgs, Dennis Higgs,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|     | Terri-Lyn Ker and Darlene Higgs. Carleen Higgs disclaims
        any beneficial ownership of all shares owned by Dennis Higgs, Douglas
        Higgs, Darcy Higgs, Darlene Higgs and Terri-Lyn Ker. The 300,000 shares
        owned by Carleen Higgs are registered in the name of Santorini Investments
        Corp., a private company controlled by Carleen Higgs.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(14) | Terri-Lyn Ker is: (i) the sister of Darcy Higgs,
        Dennis Higgs and Douglas Higgs; and (ii) the sister- in-law of Darlene
        Higgs and Carleen Higgs. Terri-Lyn Ker disclaims any beneficial ownership
        of all shares owned by Dennis Higgs, Darlene Higgs, Douglas Higgs, Darcy
        Higgs and Carleen Higgs.                                    
|    
|(14) | Comprised of 1,500,000 shares held by the investor,
        5,000,000 shares issuable upon conversion of a debenture held by Alexander
        Holterman in the principal amount of $200,000 convertible at $0.04
        per share and 5,000,000 shares issuable upon exercise of warrants held
        by the investor that are exercisable at $0.04 per share       
|    
|(16) | Windsor Capital Corporation owns directly 2,500,000
        shares in the capital of the Company. Michael Baybak beneficially owns
        a 100% interest in Windsor Capital Corporation.                                                                                                                                                                             
|    
|(17) | Consists of 1,700,000 shares held by Sprott Asset
        Management Inc. and 1,700,000 shares issuable upon exercise of 1,700,000
        share purchase warrants held by Sprott Asset Management Inc. which are
        exercisable within 60 days hereof.                                                                                                           

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a change in control
  in the future.

EQUITY COMPENSATION PLAN INFORMATION.

As at December 31, 2004, we had one equity compensation plan
  under which our common shares have been authorized for issuance to our officers,
  directors, employees and consultants, namely our 2004 Stock Option Plan. Our
  2004 Stock Option Plan has not been approved by our shareholders. We do not
  have any equity compensation plans that have not been approved by our shareholders.

The following summary information is presented for our 2004
  Stock Option Plan as of December 31, 2004.

|                                                                           | Number of Securitiesto be Issued
      UponExercise ofOutstanding Options,Warrants
      and Rights | Weighted-AverageExercise Price
      ofOutstanding Options,Warrants and Rights | Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityCompensation Plans(Excluding SecuritiesReflected in column(a))
|-------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                                              | (a)                                                                                                 | (b)                                                                            | (c)                                                                                                                                 
|Equity Compensation  
      Plans Approved By  
      Security Holders     | Not Applicable                                                                                      | Not Applicable                                                                 | Not Applicable                                                                                                                      
|Equity Compensation  
      Plans Not Approved By  
      Security Holders | 1,690,000 Shares of
      Common Stock                                                              | $0.60 per Share                                                                | 810,000 Shares                                                                                                                      

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|ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|-------- | -----------------------------------------------

|Except as described below,
        none of the following persons has any direct or indirect material interest
        in  any transaction to which we were or are a party during the past
        two years, or in any proposed transaction  to which the Company proposes
        to be a party:
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(A) | any director or officer;                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(B) | any proposed nominee for election as a director;                                                                                                                                                          
|   
|(C) | any person who beneficially owns, directly or indirectly,
        shares carrying more than 5% of the voting rights attached to our common
        stock; or                                              
|   
|(D) | any relative or spouse of any of the foregoing persons,
        or any relative of such spouse, who has the same house as such person
        or who is a director or officer of any parent or subsidiary.

Acquisition of Lincoln Gold

The following of our directors, officers and 5% shareholders
  were issued the number of shares of our common stock set forth below in consideration
  of their sale of the number of shares of Lincoln Gold Corp. set forth below
  in connection with our acquisition of Lincoln Gold Corp., as more particularly
  described in Item 1 of this Annual Report on Form 10-KSB entitled “Description
  of Business”.

|Name                                                                                                         | Number ofShares of CommonStock Issued | Original Number ofShares of LincolnGold Corp. held andtransferred | Cost of purchase ofShares of LincolnGold Corp.
|------------------------------------------------------------------------------------------------------------ | ------------------------------------- | ----------------------------------------------------------------- | ----------------------------------------------
|Paul Saxton  
      Director, President, Chief  
      Executive Officer and Chief  
      Financial Officer | 5,500,000                             | 550,000                                                           | $ 5,500                                       
|Andrew Milligan  
      Director                                                                             | 1,500,000                             | 150,000                                                           | $ 1,500                                       
|James Currie  
      Director                                                                                | 1,500,000                             | 150,000                                                           | $ 1,500                                       
|James Chapman  
      Director                                                                               | 1,500,000                             | 150,000                                                           | $ 1,500                                       
|Clive de Larrabeiti  
      South Lodge, Pax Hill Park  
      Lindfield, West Sussex  
      RH16 2QY, UK   | 3,000,000                             | 300,000                                                           | $ 3,000                                       
|Joe Eberhard  
      Dorfstrasse #15  
      CH 8903, Birmensdorf  
      Switzerland                        | 3,000,000                             | 300,000                                                           | $ 3,000                                       

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|Name                                                                                  | Number of Shares of CommonStock Issued | Original Number ofShares of LincolnGold Corp. held andtransferred | Cost of purchase ofShares of LincolnGold Corp.
|------------------------------------------------------------------------------------- | -------------------------------------- | ----------------------------------------------------------------- | ----------------------------------------------
|Michael Baybak  Suite 1200  750 West Pender
      Street  Vancouver, B.C.             | 2,500,000                              | 250,000                                                           | $ 2,500                                       
|Alexander Holtermann  Kranichsteiner Str. 21 
      60598 Frankfurt am Main,  Germany | 1,500,000                              | 150,000                                                           | $ 1,500                                       

Outstanding Convertible Note


Lincoln Gold Corp. obtained a loan in the amount of $200,000
  from Alexander Holtermann during the fiscal year ended December 31, 2004. In
  consideration of the advance of this loan, Lincoln Gold Corp. issued to Mr.
  Holtermann a $200,000 convertible note and warrants to purchase 500,000
  shares of the common stock of Lincoln Gold Corp. at a price of $0.40 per
  share. This convertible note was convertible into shares of common stock of
  Lincoln Gold Corp. at a price of $0.40 per share. Upon the completion of
  our acquisition of Lincoln Gold Corp. the convertible note became convertible
  into shares of our common stock at a price of $0.04 per share and the share
  purchase warrants entitled Mr. Holtermann to purchase up to 5,000,000 shares
  of our common stock at a price of $0.04 per share. If the convertible note
  was converted, we would be obligated to issue an additional 5,000,000 shares
  of our common stock. The note accrues interest at the rate of 10% per annum.
  The principal is repayable on January 28, 2006 and interest is payable annually.

Grant of Stock Options

Our directors and officers were granted the options to purchase
  shares of our common stock as set forth in Item 10 of this Annual Report on
  Form 10-KSB entitled “Executive Compensation”.

Private Placement of Units

Sprott Asset Management Inc. purchased 1,700,000 units at
  a price of $0.30 per unit in December 2004 for an aggregate purchase price
  of $510,000. Each unit is comprised of one share of common stock and one
  share purchase warrant. Each warrant entitles the investor to purchase one additional
  share of common stock for a two year period at a price of $0.40 per share
  during the period from the date of issue to the date that is one year from the
  date of issue and at a price of $0.50 per share during the period from the
  date that is one year from the date of issue to the date that is two years from
  the date of issue. We have agreed to file a registration statement with the
  Securities and Exchange Commission in accordance with the requirements of the
  Securities Act of 1933 in order to register the resale by the investor of the
  shares and the shares issuable upon exercise of the warrants. We agreed to file
  the registration statement within 120 days from the date of completion of the
  sale of the units.

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|ITEM 13. | EXHIBITS
|-------- | --------

|Exhibit  Number | Description of Exhibit                                                                                                                                                                                    
|--------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1             | Articles of Incorporation (1)                                                                                                                                                                             
|3.2             | Bylaws, as amended (1)                                                                                                                                                                                    
|3.3             | Articles of Merger between Braden Technologies
        Inc. and Lincoln Gold Corp. (3)                                                                                                                    
|10.1            | Form of Share Purchase Agreement dated
        March 15, 2004 between the Company and  the U.S. Shareholders of
        Lincoln Gold Corp. (2)                                                            
|10.2            | Form of Share Purchase Agreement dated
        March 15, 2004 between the Company and  the Non-U.S. Shareholders
        of Lincoln Gold Corp. (2)                                                        
|10.3            | Convertible Note executed by Lincoln
        Gold Corp. in favour of Alexander Holtermann  dated January 28, 2004
        (3)                                                                             
|10.4            | Hercules Joint Venture Agreement dated
        April 18, 2004 between the Company and  Miranda U.S.A. Inc. and Miranda
        Gold Corp.(3)                                                              
|10.5            | 2004 Stock Option Plan (3)                                                                                                                                                                                
|10.6            | Letter Agreement on Mining Lease Terms
        for Buffalo Valley Property dated July 9, 2004  (4)                                                                                                        
|10.7            | Letter Agreement on Mining Lease Terms
        for the Jenny Hill Project dated September  28, 2004 (5)                                                                                                   
|10.8            | Property Option
        Agreement for the Hannah project between Lincoln Gold Corp. and 
        Larry McIntosh and Susan K. McIntosh dated December 24, 2003 (6)                                         
|10.9            | Property Option
        Agreement for the Lincoln Flat project between Lincoln Gold Corp. and 
        Larry McIntosh and Susan K. McIntosh dated December 24, 2003 (6)                                   
|23.1            | Consent of
        Independent Auditors, Amisano Hanson (6)                                                                                                                                               
|31.1            | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C.  Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002 (6)
|32.1            | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (6)

|(1) | Previously filed with the Securities and Exchange Commission as an
      exhibit to the Registrant’s Form 10-SB Registration Statement originally
      filed on April 20, 1999, as amended.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Previously filed as an exhibit to the Company’s Current Report
      on Form 8-K filed on March 16, 2004.                                                                                   
|(3) | Previously Filed as an Exhibit to the Quarterly Report on Form 10-QSB
      filed May 24, 2004.                                                                                             
|(4) | Previously filed with the Securities and Exchange Commission as an
      exhibit to the Company’s Form 10QSB originally filed August 6, 2004.                                               
|(5) | Filed as an Exhibit to the Company’s Quarterly Report on Form
      10-QSB filed November 15, 2004.                                                                                         
|(6) | Filed as an Exhibit to this Annual Report on Form 10-KSB.                                                                                                                                   

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|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

The following table sets forth information regarding the amount
  billed to us by our independent auditor, Amisano Hanson, for our last fiscal
  year ended December 31, 2004, and by our previous independent auditor, Demello
  & Company, for our previous fiscal year ended December 31, 2003:

|                    | Years ended December 31
|------------------- | -----------------------
|                    | 2004                   
|Audit Fees:         | $ 7,500                
|Audit Related Fees: | Nil                    
|Tax Fees:           | Nil                    
|All Other Fees:     | Nil                    
|Total:              | $ 7,500                

Audit Fees are the aggregate fees billed by our independent
  auditor for the audit of our consolidated annual financial statements, reviews
  of interim financial statements and attestation services that are provided in
  connection with statutory and regulatory filings or engagements.

Policy on Pre-Approval by Audit Committee of Services Performed
  by Independent Auditors

The policy of our Audit Committee is to pre-approve all audit
  and permissible non-audit services to be performed by our independent auditors
  during the fiscal year.

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SIGNATURES

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

LINCOLN GOLD CORPORATION

|Per:                                                                                                                                                                                                 |                                                                                                           | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                     | Paul F. Saxton, President                                                                                 | 
|                                                                                                                                                                                                     | Chief Executive Officer and Chief Financial Officer 
      Director 
      Date: April 14, 2005           | 
|                                                                                                                                                                                                     |                                                                                                           | 
|In accordance with the Securities Exchange Act,
      this report has been signed below by the following persons on behalf of
      the registrant and in the capacities and on the dates indicated.
|                                                                                                                                                                                                     |                                                                                                           | 
|Per:                                                                                                                                                                                                 |                                                                                                           | 
|                                                                                                                                                                                                     | Paul F. Saxton, President                                                                                 | 
|                                                                                                                                                                                                     | Chief Executive Officer and Chief Financial Officer
      (Principal Executive Officer)                   | 
|                                                                                                                                                                                                     | (Principal Financial Officer and Principal Accounting Officer) Director
      
      Date: April 14, 2005 | 
|                                                                                                                                                                                                     |                                                                                                           | 
|Per:                                                                                                                                                                                                 |                                                                                                           | 
|                                                                                                                                                                                                     | Andrew Milligan 
      Director 
      Date: April 14, 2005                                               | 
|                                                                                                                                                                                                     |                                                                                                           | 
|Per:                                                                                                                                                                                                 |                                                                                                           | 
|                                                                                                                                                                                                     | James Currie 
      Director 
      Date: April 14, 2005                                                  | 
|                                                                                                                                                                                                     |                                                                                                           | 
|Per:                                                                                                                                                                                                 |                                                                                                           | 
|                                                                                                                                                                                                     | James Chapman 
      Director 
      Date: April 14, 2005                                                 | 
|                                                                                                                                                                                                     |                                                                                                           | 
|Per:                                                                                                                                                                                                 |                                                                                                           | 
|                                                                                                                                                                                                     | Stephen Chi 
      Director 
      Date: April 14, 2005                                                   | 

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