**SECURITIES AND EXCHANGE COMMISSION    Washington, D.C. 20549    FORM 40-F**

> (Check One)

 ___ Registration statement pursuant to Section 12 of the Securities Exchange    Act of 1934    or    _X_ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange    Act of 1934

For the transition period (nine months) ended 2/28/05 Commission File Number    0-29880

*Virginia Gold Mines Inc.* (Exact Name of Registrant as Specified in its Charter)

*Federally Incorporated in Canada* (Province or Other Jurisdiction of Incorporation or Organization)

116 St. Pierre Street, Suite 200*City of Québec, Québec, Canada G1K 4A7**(418) 694-9832* (Address and Telephone Number of Registrant’s Principal Executive    Offices)

Susan K. Shapiro, Esq.    Perkins, Smith & Cohen, LLP    One Beacon Street, Boston, MA 02108*(617) 854-4000*    (Name, Address and Telephone Number of Agent for Service in the United States)

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

| *Title of Each Class*          ____N/A___ | Name of Each Exchange*on Which Registered*          ___ N/A____ |
|-------------------------------------------|-----------------------------------------------------------------|

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

_____Common Shares without Par Value_____  (Title of Class)

Securities for which there is a reporting obligation pursuant  to Section 15(d) of the Act:

N/A  (Title of Class)

For annual reports, indicate by check mark the information filed  with this Form:

[X] Annual information form [X] Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes  of capital or common stock as of the close of the period covered by the annual  report:

> 
 38,959,078 Common Shares without Par Value

Indicate by check mark whether the Registrant by filing the information contained  in this Form is also thereby furnishing the information to the Commission pursuant  to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange  Act”). If “Yes” is marked, indicate the filing number assigned  to the Registrant in connection with such Rule. 

YES ____NO X__

Indicate by check mark whether the Registrant (1) has filed all reports required  to be filed by Section 13 or 15(d) of the Exchange Act during the preceding  12 months (or for such shorter period that the Registrant was required to file  such reports), and (2) has been subject to such filing requirements for the  past 90 days.

YES X NO __

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**TRANSITION PERIOD**

 This Annual Report on Form 40-F is for the transition period covering the  nine months ended February 28, 2005, reflecting the Company’s recent change  in its fiscal year end from May 31 to February 28/29. The Annual Information  Form and Management’s Discussion and Analysis included herein are for  the nine months ended February 28, 2005. The Company’s audited financial  statements included herein are for the nine months ended February 28, 2005 and  the fiscal years ended May 31, 2004 and 2003. 

**RESOURCE ESTIMATES**

All resource estimates included in this Annual Report have been prepared in  accordance with Canadian National Instrument 43-101 and the Canadian Institute  of Mining and Metallurgy (“CIM”) Classification System. These standards  differ significantly from the requirements of the United States Securities and  Exchange Commission, and resource information included herein may not be comparable  to similar information concerning U.S. companies. 

**ANNUAL INFORMATION FORM**

The Annual Information Form of Virginia Gold Mines Inc.  (the “Company”) for the nine months ended February 28, 2005 is included  herein as Exhibit 1. 

**AUDITED NINE-MONTH AND ANNUAL FINANCIAL STATEMENTS AND  MANAGEMENT’S DISCUSSION AND ANALYSIS**

*Audited Financial Statements*

The Company’s audited financial statements for the  nine months ended February 28, 2005 and the years ended May 31, 2004 and 2003,  including the auditor’s report thereon dated April 15, 2005, are included  herein as Exhibit 2. Please refer to Note 17 to the audited financial statements  for a reconciliation of the differences between Canadian and United States Generally  Accepted Accounting Principles.

*Management’s Discussion and Analysis*

The Company’s Management’s Discussion and  Analysis for the nine months ended February 28, 2005 is included herein as Exhibit  3.

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**CONTROLS AND PROCEDURES**

**A. Disclosure Controls and Procedures**

As of February 28, 2005, an evaluation was carried out by the Company’s  Chief Executive Officer and Chief Financial Officer, of the effectiveness of  the Company’s disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended).  Based on that evaluation, the Company’s Chief Executive Officer and Chief  Financial Officer concluded that the disclosure controls and procedures were  effective to ensure that information required to be disclosed by the Company  in reports that it files or submits under the Exchange Act is recorded, processed,  summarized and reported within the time periods specified in Securities and  Exchange Commission rules and forms.

**B. Internal Control over Financial Reporting**

During the nine months ended February 28, 2005, there were no changes in the  Company’s internal control over financial reporting that have materially  affected, or are reasonably likely to materially affect, the Company’s  internal control over financial reporting.

**NOTICES PURSUANT TO REGULATION BTR**

 None.

**AUDIT COMMITTEE FINANCIAL EXPERT**

 The Company has an Audit Committee established by the Board of Directors.  The members of the Audit Committee are Claude St-Jacques, André Lemire  and Edmond Legault. The Board has designated André Lemire as the “Audit  Committee Financial Expert” as that term is defined under Section 407  of the Sarbanes-Oxley Act of 2002. Mr. Lemire is “independent” as  that term is defined under the rules of the American Stock Exchange. 

**CODE OF ETHICS**

 The Company has adopted a Code of Business Conduct and Ethics (the “Code”)  that applies to all directors, officers and employees, including its Chief Executive  Officer, Chief Financial Officer and principal accounting officer. The Company  will provide to any person, without charge, upon request, a copy of the Code.  A person may request a copy by telephoning the Company at (418) 694-9832, or  by writing to the Company at 116 St. Pierre Street, Suite 200, Québec  City, Québec, Canada G1K 4A7, Attn: Investor Relations. 

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**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 The aggregate amounts billed by PricewaterhouseCoopers LLP, Chartered Accountants  (“PwC”) to the Company for the nine months ended February 28, 2005  and the fiscal year ended May 31, 2004 (“Fiscal 2004”) for audit  fees, audit-related fees, tax fees and all other fees are set forth below:

|                   | Nine Months Ended        February 28, 2005 | Year Ended        May 31, 2004 |
|------------------------|--------------------------------------------|--------------------------------|
| Audit Fees (1)         | $30,600                                    | $27,750                        |
| Audit-Related Fees (2) | --                                         | --                             |
| Tax Fees (3)           | 2,750                                      | 9,400                          |
| All Other Fees (4)     | 1,558                                      | 13,068                         |
| Totals                 | $34,908                                    | $50,218                        |

NOTES:

> 
 (1) “Audit Fees” represent fees for the audit of the Company’s    annual financial statements, and consulting in connection with the Company’s    statutory and regulatory filings.

 (2) “Audit-Related Fees” represent fees for assurance and related    services that are related to the performance of the audit, including an impact    study of decrease in stock option exercise price, and consultation with the    audit committee concerning the Company’s financial statements. 

 (3) “Tax Fees” represent fees for tax compliance, tax advice    and tax planning including analysis relating to stock option matters and relating    to tax on sale of short-term investments.

 (4) “Other Fees” represent fees for due diligence in connection    with the Company’s November 2003 private placement, review of the Company’s    Form 20-F Annual Report filing, and calculation of fair values of warrants    and stock options. 

The Audit Committee has adopted procedures requiring Audit Committee review  and approval in advance of all particular engagements for services provided  by the Company’s independent auditors. Consistent with applicable laws,  the procedures permit limited amounts of services, other than audit, review  or attest services, to be approved by one or more members of the Audit Committee  pursuant to authority delegated by the Audit Committee, provided the Audit Committee  is informed of each particular service. All of the engagements and fees for  Fiscal 2004 and the nine months ended February 28, 2005 were pre-approved by  the Audit Committee. The Audit Committee reviews with PwC whether the non-audit  services to be provided are compatible with maintaining the auditors’  independence. 

**OFF-BALANCE SHEET ARRANGEMENTS**

 The Company has no off-balance sheet arrangements required to be disclosed  in this Annual Report on Form 40-F. 

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**TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS**

 The Company’s contractual obligations for future payments  are summarized as follows, as of February 28, 2005:

| Contractual        Obligations | Payments Due by Period |
|--------------------------------|------------------------|
| Total                          | Less than 1 Year       | 1-3 Years |
| Lease                          | $59,328                | $39,552 | $19,776 |

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**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS**

**A. Undertaking**

 The Registrant undertakes to make available, in person or by telephone, representatives  to respond to inquiries made by the Commission staff, and to furnish promptly,  when requested to do so by the Commission staff, information relating to: the  securities registered pursuant to Form 40-F; the securities in relation to which  the obligation to file an annual report on Form 40-F arises; or transactions  in said securities.

**B. Consent to Service of Process**

Concurrently with the filing of this annual report on Form 40-F, the Registrant  filed with the Commission a written irrevocable consent and power of attorney  on Form F-X. 

**EXHIBITS**

 The following exhibits are filed as part of this report:

1. Annual Information Form for the nine months ended February  28, 2005

2. Audited Financial Statements for the nine months ended  February 28, 2005 and the years ended May 31, 2004 and 2003, including the auditor’s  report thereon dated April 15, 2005. (Note 17 to the audited financial statements  relates to differences between Canadian and United States Generally Accepted  Accounting Principles)

3. Management’s Discussion and Analysis for the nine  months ended February 28, 2005

4. Consent of PricewaterhouseCoopers LLP, Chartered Accountants

5.1 Certification of Chief Executive Officer Pursuant  to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

5.2 Certification of Chief Financial Officer Pursuant  to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

6.1 Certification of Chief Executive Officer Pursuant  to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002

6.2 Certification of Chief Financial Officer Pursuant  to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002

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**SIGNATURES**

Pursuant to the requirements of the Exchange Act, the Registrant certifies  that it meets all of the requirements for filing on Form 40-F and has duly caused  this annual report to be signed on its behalf by the undersigned, thereunto  duly authorized.

  VIRGINIA GOLD MINES INC.  Registrant

 By: /s/ André Gaumond   Name: André Gaumond  Title: President

Date: May 31, 2005 

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**EXHIBIT INDEX**

Exhibit Description

1. Annual Information Form for the nine months ended February  28, 2005

2. Audited Financial Statements for the nine months ended  February 28, 2005 and the years ended May 31, 2004 and 2003, including the auditor’s  report thereon dated April 15, 2005. (Note 17 to the audited financial statements  relates to differences between Canadian and United States Generally Accepted  Accounting Principles)

3. Management’s Discussion and Analysis for the nine  months ended February 28, 2005

4. Consent of PricewaterhouseCoopers LLP, Chartered Accountants

5.1 Certification of Chief Executive Officer Pursuant  to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

5.2 Certification of Chief Financial Officer Pursuant  to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

6.1 Certification of Chief Executive Officer Pursuant  to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002

6.2 Certification of Chief Financial Officer Pursuant  to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002