UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
     Form 10-KSB/A
     (Mark One)
     þ  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 2007
     o  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from ____________ to ____________
     Commission file number  ______________________________Gold Run Inc.(Name of small business issuer in its charter)Delaware
     
     20-4919927(State or other jurisdiction of incorporation or organization)
     
     (I.R.S. Employer Identification No.)330 Bay Street, Suite 820, Toronto
     
     Ontario M5H 2S8 Canada(Address of principal executive offices)
     
     (Zip Code)Issuers telephone number
     (416) 363-0151Securities registered under Section 12(b) of the Exchange Act:Title of each class
     
     Name of each exchange on which registeredn/aSecurities registered under Section 12(g) of the Exchange Act:n/a(Title of Class)(Title of Class)
  
 o
  þ o
 þ
 o þ
 0
   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)
 o o
 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
 27,185,134
 (DOCUMENTS INCORPORATED BY REFERENCE)
  o þ
   
 GOLD RUN INC.
  Description of Business
     2Description of Property
     14Legal Proceedings
     27Submission of Matters to a Vote of Security Holders
     28Market for Common Equity and Related Stockholder Matters and SmallBusiness Issuer Purchases of Equity Securities
      28Managements Plan of Operation
     30Financial Statements
     34Changes In and Disagreements With Accountants and Financial Disclosure
     58Controls and Procedures
     58Other Information
     60Directors, Executive Officers, Promoters, Control Persons and Corporate Governance;Compliance with Section 16(a) of the Exchange Act
     60Executive Compensation
     63Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
     66Certain Relationships and Related Transactions, and Director Independence
     67Exhibits
     73Principal Accountant Fees and Services
     74Signatures
     75
  
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
    PART I
 Item 1. Description of Business
 Overview
     
 
  
   Competition
      
      
  
  Hedging Transactions
  Compliance with Government Regulation
      Employees
   
 Research and Development Expenditures
  Subsidiaries
  Patents/Trademarks/Licenses/Franchises/Concessions/Royalty Agreements or Labor Contracts
  Reports to Security Holders
   Risk Factors
   
 The loss of David Mathewson would adversely affect our business because his expertise is
indispensable.
  Exploring for gold is an inherently speculative business.
  We must fund our exploration activities at a minimum level of $6,000,000 or we may lose our properties and key personnel.
  We may need to obtain additional financing to comply with our $6,000,000 exploration program funding obligation to David
Mathewson.
   
 Our ability to finance our operations in the future is dependent upon prevailing market conditions and
our subjective assessment of them.
  Our management has conflicts of interest.
       We do not know if our properties contain any gold that can be mined at a profit.
   
 We are an exploration stage company with no mining operations and we may never have any mining operations
in the future.
  We are a new company with a short operating history and have only lost money.
  We had a material weakness in our internal financial controls as of December
31, 2007. A material weakness could cause our financial statements to be inaccurate.
      We may not be able to follow our internal procedures relating to the
authorization and reporting of our financial transactions, or such procedures may not function as
intended.
   
 Our business is subject to extensive environmental regulations which may make exploring for or mining
gold prohibitively expensive, and which may change at any time.
  We may be denied the government licenses and permits which we need to explore for gold on our properties.
In the event that we discover commercially exploitable gold deposits, we may be denied the additional government licenses and permits which
we will need to mine gold on our properties.
  The value of our properties is subject to volatility in the price of gold.
   
 Our property titles may be challenged. We are not insured against any challenges, impairments or defects
to our mineral claims or property titles. We have not verified title to all of our properties.
  Proposed amendments to the General Mining Law may make it more difficult or impossible for us to execute
our business plan.
  Market forces or unforeseen developments may prevent us from obtaining the supplies and equipment
necessary to explore for gold.
  We may not be able to maintain the infrastructure necessary to conduct exploration
activities.
  Our exploration activities may be adversely affected by the local climate, which prevents us from
exploring our properties year-round.
   
 We do not carry any property or casualty insurance and do not intend to carry such insurance in the
future.
  We must make annual lease payments and claim maintenance payments or we will lose our rights to our
properties.
  We have only three employees, upon whom our business is dependent. We do not carry any key-man
insurance.
  Some members of our management may not be subject to the jurisdiction of U.S. courts because they are
Canadian citizens who reside in Canada.
   
 There is no public market for our securities and they will not be listed on a widely traded market in the
foreseeable future.
  The book value of your investment may be significantly diluted if our outstanding warrants and options
are exercised in the future.
  "Penny Stock" rules will initially make buying or selling our Common Stock difficult because
the broker-dealers selling our Common Stock will be subject to certain limitations.
  We do not plan to pay any dividends in the foreseeable future.
  Our principal stockholders have the power to control the Company because they will probably continue to
hold a majority of our outstanding shares of Common Stock in the foreseeable future.
   
  Item 2. Description of Property
 1
 Note:
 1
  Crescent Valley North
 Property Description, Location and
Access
    
 Title Report
  Geology and History
    Crescent Valley North
Lease
  Anniversary of Effective Date
     Annual PaymentYears 1-4
     $13,333.33Years 5-9
     $26,666.66Years 10 and thereafter
     $43,333.32
  
    Average Gold Price DuringPreceding Thirty Days
     Price per Royalty "Point"$300.00 per ounce and lower
     $2,000,000$300.01
to $400.00 per ounce
     $2,500,000$400.01
to $500.00 per ounce
     $3,000,000$500.01
to $600.00 per ounce
     $4,000,000$600.01
to $700.00 per ounce
     $5,000,000$700.01
to $800.00 per ounce
     $6,000,000$800.01
to $900.00 per ounce
     $7,000,000
    
 Maps of Crescent Valley
North
 
 
  
 Robinson Creek
 Property Description, Location and
Access
   Title Report
  Geology and History
  Robinson Creek Lease
  Anniversary of Effective Date
     Annual PaymentYears 1-4
     $10,000Years 5-9
     $20,000Years 10 and thereafter
     $32,500
  
 Maps of Robinson Creek
 
 
  
 Horse Creek
 Property Description, Location and
Access
  Title Report
  Geology and History
  Horse Creek Lease
   
 Maps of Horse Creek
 
 
  
 Indian Creek
 Property Description, Location and
Access
   Title Report
  Geology and History
   
 Map of Indian Creek
 
  
 Tempo Mineral Prospect ("Tempo")
 Property Description, Location and
Access
   Title Report
  Geology and History
  Tempo Mineral Prospect
Lease
  Due Date of AdvanceMinimum Royalty Payment
     
     Amount of AdvanceMinimum Royalty PaymentJanuary 15, 2008
     
     $10,000January 15, 2009
     
     $15,000January 15, 2010
     
     $30,000January 15, 2011
     
     $45,000January 15, 2012 and annually thereafter during the term of the lease
     
     The greater of $60,000 or the dollar equivalent of 90 ounces of gold
  
   Royalty Point Purchased
     PriceFirst 1%
     $1,500,000Second 1%
     $3,000,000
    
 Map of Tempo Mineral
Prospect
 
  
 Claim Maintenance Payments
   Item 3. Legal Proceedings
       
  Item 4. Submission of Matters to a Vote of Security Holders
  PART II
  Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
 Market Information
  Holders
  Dividends
  Equity Compensation Plans
  Recent Sales of Unregistered Securities
   
   Use of Proceeds from Initial Public Offering
   
 Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers
 Small Business Issuer Purchases of Equity Securities1(a)
     (b)
     (c)
     (d)Period
     Total number of shares purchased
     Average price paid per share
     Total number of shares purchased as part of publicly announced plans or programs
     Maximum number of shares that may yet be purchased under the plans or programsOctober 1-31, 2007
     19,055,0002
     $0.0003206
     -0-
     -0-November 1-30, 2007
     -0-
     -0-
     -0-
     -0-December 1-31, 2007
     -0-
     -0-
     -0-
     -0-Total
     19,055,0002
     $0.0003206
     -0-
     -0-
 Notes:
 1
 2
  Item 6. Managements Plan of Operation
     
      Exploration Program for Crescent Valley North Property
        Exploration Program for Robinson Creek Property
     
          Exploration Program for Horse Creek Property
      
 Exploration Program for Indian Creek Property
      Exploration Program for Tempo Mineral Prospect Property
      Product Research and Development
  Purchase/Sale of Plant and Significant Equipment
  Changes to Number of Employees
  Off-Balance Sheet Arrangements
   
  Item 7. Financial Statements
 GOLD RUN INC.
 
  
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
    
 GOLD RUN INC.  (an exploration stage enterprise)  BALANCE SHEETS  DECEMBER 31, 2007 AND
2006
 2007
     
     2006ASSETSCURRENT ASSETS:Cash and cash equivalents
     $
     35,954
     
     $
     855,346Goods and services tax receivable
     
     9,474
     
     
     Warrant subscription receivable (Note 4 (b))
     
     1,000
     
     
     Prepaid expenses
     
     2,827
     
     
     15,000Total current assets
     
     49,255
     
     
     870,346PROPERTY - MINERAL PROPERTY RIGHTS (Notes 5 and 6)
     
     132,553
     
     
     66,267OTHER ASSETS:Reclamation bonds (Note 2 (e))
     
     33,635
     
     
     33,635Prepaid offering costs (Note 2 (f))
     
     252,050
     
     
     105,177Debt financing costs, net (Note 4 (f))
     
     
     
     
     157,947Total other assets
     
     285,685
     
     
     296,759TOTAL ASSETS
     $
     467,493
     
     $
     1,233,372LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIES:Accounts payable and accrued liabilities (Note 7) -To related parties
     $
     78,504
     
     $
     50,253To others
     
     348,184
     
     
     158,651Accrued interest (Note 4 (f))
     
     
     
     
     50,144Total current liabilities
     
     426,688
     
     
     259,048PROMISSORY NOTES (Note 4 (f))
     
     
     
     
     1,610,500COMMITMENTS AND CONTINGENCIES (Notes 1, 2, 4, 5, 9 and 12)SHAREHOLDERS' EQUITY (DEFICIT) (Note 4):Common stock, $.000001 par value, 100,000,000 shares authorized
     
     46
     
     
     39Warrant subscribed
     
     1,000
     
     
     Additional paid-in capital
     
     2,739,321
     
     
     203,405Deficit accumulated during the exploration phase
     
     (2,699,562
     )
     
     (839,620
     )Total shareholders' equity (deficit)
     
     40,805
     
     
     (636,176
     )TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
     $
     467,493
     
     $
     1,233,372
 
  
 GOLD RUN INC.(an exploration stage enterprise)STATEMENTS OF SHAREHOLDERS' EQUITY
(DEFICIT)FOR THE YEAR ENDED DECEMBER 31, 2007AND THE PERIOD FROM INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2006
 Number ofshares
     
     Commonstock
     
     Warrantsubscribed
     
     Additionalpaid-incapital
     
     Deficitaccumulatedduring theexplorationstage
     
     Totalshareholders'equity (deficit)BALANCE, May 5, 2006
     
     
     
     $
     
     
     $
     
     
     $
     
     
     $
     
     
     $
     Initial private placement of shares (Note 4 (b))
     
     22,400,000
     
     
     22
     
     
     
     
     
     2,218
     
     
     
     
     
     2,240Shares issued to President/ChiefGeologist (Note 4 (b))
     
     7,500,000
     
     
     7
     
     
     
     
     
     743
     
     
     
     
     
     750Private placement of shares (Note 4 (b))
     
     9,550,000
     
     
     10
     
     
     
     
     
     9,540
     
     
     
     
     
     9,550Fair value of share-based payments (Note 4 (e))
     
     
     
     
     
     
     
     
     
     
     190,904
     
     
     
     
     
     190,904Net loss
     
     
     
     
     
     
     
     
     
     
     
     
     
     (839,620
     )
     
     (839,620
     )BALANCE, December 31, 2006
     
     39,450,000
     
     
     39
     
     
     
     
     
     203,405
     
     
     (839,620
     )
     
     (636,176
     )Conversion of the promissory notes and accruedinterest to common stock (Note 4 (f))
     
     4,826,800
     
     
     5
     
     
     
     
     
     1,771,545
     
     
     
     
     
     1,771,550Withholdings on conversion of promissory notesheld by foreign parties (Note 4 (f))
     
     
     
     
     
     
     
     
     
     
     (15,000
     )
     
     
     
     
     (15,000
     )Private placement of shares (Note 4 (b))
     
     666,667
     
     
     1
     
     
     
     
     
     499,999
     
     
     
     
     
     500,000Costs of issuance of common stock related toprivate placement of shares (Note 4 (b))
     
     
     
     
     
     
     
     
     
     
     (50,000
     )
     
     
     
     
     (50,000
     )Shares returned and cancelled (Note 3 andNote 4(b))
     
     (16,605,000
     )
     
     
     
     
     
     
     
     
     
     
     
     
     
     Shares of common stock re-purchased andcancelled (Note 3 and Note 4 (b))
     
     (2,450,000
     )
     
     (2
     )
     
     
     
     
     (2,448
     )
     
     
     
     
     (2,450
     )Private placement of shares (Note 4 (b))
     
     266,667
     
     
     
     
     
     
     
     
     200,000
     
     
     
     
     
     200,000Private placements of shares and warrant (Note 4 (b))
     
     3,000,000
     
     
     3
     
     
     1,000
     
     
     2,997
     
     
     
     
     
     4,000Shares returned and held in treasury (Note 4 (b))
     
     (2,000,000
     )
     
     
     
     
     
     
     
     
     
     
     
     
     
     Fair value of share-based payments (Note 4 (e))
     
     
     
     
     
     
     
     
     
     
     128,823
     
     
     
     
     
     128,823Net loss
     
     
     
     
     
     
     
     
     
     
     
     
     
     (1,859,942
     )
     
     (1,859,942
     )BALANCE, December 31, 2007
     
     27,155,134
     
     $
     46
     
     $
     1,000
     
     $
     2,739,321
     
     $
     (2,699,562
     )
     $
     40,805
 
  
 GOLD RUN INC.(an exploration stage enterprise)STATEMENTS OF LOSSFOR THE YEAR
ENDED DECEMBER 31, 2007,FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006,  THE PERIOD FROM INCEPTION
(MAY 5, 2006) TO DECEMBER 31, 2006 ANDTHE PERIOD FROM INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2007
 Year endedDecember 31,2007
     
     For theperiod frominception toDecember 31,2006
     
     Cumulativefor theperiod frominception toDecember 31,2007REVENUE
     $
     
     
     $
     
     
     
     COSTS AND EXPENSES:Exploration costs
     
     443,886
     
     
     296,037
     
     
     739,923Legal (Note 9)
     
     306,146
     
     
     40,681
     
     
     346,827Consulting and professional fees (Note 9)
     
     242,893
     
     
     86,108
     
     
     329,001Share-based payments (Note 4 (e))
     
     128,823
     
     
     190,904
     
     
     319,727Administrative salaries
     
     160,042
     
     
     27,244
     
     
     187,286Amortization of debt financing costs (Note 4 (f))
     
     157,947
     
     
     29,280
     
     
     187,227Travel
     
     112,549
     
     
     47,522
     
     
     160,071Audit fees
     
     56,450
     
     
     27,500
     
     
     83,950Filing and printing fees
     
     41,356
     
     
     8,608
     
     
     49,964Office expense
     
     21,640
     
     
     20,886
     
     
     42,526Rent (Note 9)
     
     30,786
     
     
     8,895
     
     
     39,681Exchange rate losses
     
     33,243
     
     
     
     
     
     33,243Bank charges
     
     3,149
     
     
     2,716
     
     
     5,865Miscellaneous
     
     10,140
     
     
     4,311
     
     
     14,451Total costs and expenses
     
     1,749,050
     
     
     790,692
     
     
     2,539,742LOSS FROM OPERATIONS
     
     (1,749,050
     )
     
     (790,692
     )
     
     (2,539,742
     )INTEREST EXPENSE ON PROMISSORY NOTES (Note 4 (f))
     
     (110,906
     )
     
     (50,144)
     
     
     (161,050
     )INTEREST INCOME
     
     14
     
     
     1,216
     
     
     1,230NET LOSS
     $
     (1,859,942
     )
     $
     (839,620
     )
     $
     (2,699,562
     )WEIGHTED AVERAGE NUMBER OF SHARES
     
     39,351,938
     
     
     39,450,000
     
     
     39,390,741LOSS PER SHARE
     $
     (0.047
     )
     $
     (0.021
     )
     $
     (0.069
     )
 
  
 GOLD RUN INC.(an exploration stage enterprise)STATEMENTS OF CASH FLOWSFOR THE
YEAR ENDED DECEMBER 31, 2007,FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006,  THE PERIOD FROM
INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2006 ANDTHE PERIOD FROM INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2007
 Year endedDecember 31,2007
     
     For theperiod frominception toDecember 31,2006
     
     Cumulativefor theperiod frominception toDecember 31,2007CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
     $
     (1,859,942
     )
     $
     (839,620
     )
     $
     (2,699,562
     )Adjustments to reconcile net loss to net cash used byoperating activities:Amortization of debt financing costs
     
     157,947
     
     
     29,280
     
     
     187,227Share-based payments
     
     128,823
     
     
     190,904
     
     
     319,727Non-cash interest expense
     
     110,906
     
     
     50,144
     
     
     161,050Increase in goods and services tax receivable
     
     (9,474
     )
     
     
     
     
     (9,474
     )(Decrease) increase in prepaid expenses
     
     12,173
     
     
     (15,000
     )
     
     (2,827
     )Increase in accounts payable and accrued liabilities
     
     170,511
     
     
     179,093
     
     
     349,604Total adjustments
     
     570,886
     
     
     434,421
     
     
     1,005,307Net cash used by operating activities
     
     (1,289,056
     )
     
     (405,199
     )
     
     (1,694,255
     )CASH FLOWS FROM INVESTING ACTIVITIES:Payments to acquire mineral property rights
     
     (66,286
     )
     
     (66,267
     )
     
     (132,553
     )Payments to acquire reclamation bonds
     
     
     
     
     (33,635
     )
     
     (33,635
     )Net cash used by investing activities
     
     (66,286
     )
     
     (99,902
     )
     
     (166,188
     )CASH FLOWS FROM FINANCING ACTIVITIES:Cash proceeds from the issuance of promissory notes
     
     
     
     
     1,610,500
     
     
     1,610,500Proceeds from sale of common stock, net
     
     638,000
     
     
     12,540
     
     
     650,540Payments of debt financing costs
     
     
     
     
     (187,227
     )
     
     (187,227
     )Payments of offering costs
     
     (99,600
     )
     
     (75,366
     )
     
     (174,966
     )Payments to re-purchase common stock
     
     (2,450
     )
     
     
     
     
     (2,450
     )Net cash provided by financing activities
     
     535,950
     
     
     1,360,447
     
     
     1,896,397NET (DECREASE) INCREASE IN CASH AND CASHEQUIVALENTS
     
     (819,392
     )
     
     855,346
     
     
     35,954CASH AND CASH EQUIVALENTS, beginning of period
     
     855,346
     
     
     
     
     
     CASH AND CASH EQUIVALENTS, end of period
     $
     35,954
     
     $
     855,346
     
     $
     35,954SUPPLEMENTAL CASH FLOW DISCLOSURE:Interest paid
     $
     
     
     $
     
     
     $
     Taxes paid
     $
     
     
     $
     
     
     $
     Non-cash items-Conversion of promissory notes and related accrued interestinto common stock
     $
     1,771,550
     
     $
     
     
     $
     1,771,550Offering costs included in accounts payable
     $
     77,084
     
     $
     29,811
     
     $
     77,084
 
  
 GOLD RUN INC.(an exploration stage enterprise)NOTES TO FINANCIAL
STATEMENTSDECEMBER 31, 2007 AND 2006
 NATURE OF OPERATIONS
    2.     SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
      
             
              
         3.     LITIGATION AND SETTLEMENT OF
LAWSUIT
     
 4.     COMMON STOCK AND
WARRANTS
        
          
           
    Number ofsharesUpon signing of the agreement
     
     300,000Pro-rata on a daily basis until September 14, 2007
     
     400,000Pro-rata on a daily basis from September 15, 2007 until September
14, 2008
     
     400,000Pro-rata on a daily basis from September 15, 2008 until September
14, 2009
     
     400,000Total
     
     1,500,000
       
       5.     EXPLORATION PROGRAM FUNDING
OBLIGATION AND MINERAL PROPERTY RIGHTS
   May 31, 2007
     $    500,000July 31, 2007
     1,900,000January 31, 2008
     1,000,000July 31, 2008
     1,000,000January 31, 2009
     500,000April 30, 2009
     500,000Total
     $ 5,400,000
   
     March 31, 2008
     $ 2,000,000March 31, 2009
     2,000,000March 31, 2010
     2,000,000Total
     $ 6,000,000
      
       Anniversary of effective dateof agreement
     
     Annual lease paymentUpon signing of the lease
     
     $13,333Years 1 through 4
     
     13,333Years 5 through 9
     
     26,667All years thereafter
     
     43,333
      
 Average price of gold for the preceding thirty days
     
     Price per royalty point$300.00 per ounce and lower
     
     $2,000,000$300.01 to $400.00 per ounce
     
     2,500,000$400.01 to $500.00 per ounce
     
     3,000,000$500.01 to $600.00 per ounce
     
     4,000,000$600.01 to $700.00 per ounce
     
     5,000,000$700.01 to $800.00 per ounce
     
     6,000,000$800.01 to $900.00 per ounce
     
     7,000,000
      Anniversary of effective dateof agreement
     
     Annual lease paymentUpon signing of the lease
     
     $10,000Years 1 through 4
     
     10,000Years 5 through 9
     
     20,000All years thereafter
     
     32,500
      
 Average price of gold for the preceding thirty days
     
     Price per royalty point$300.00 per ounce and lower
     
     $2,000,000$300.01 to $400.00 per ounce
     
     2,500,000$400.01 to $500.00 per ounce
     
     3,000,000$500.01 to $600.00 per ounce
     
     4,000,000$600.01 to $700.00 per ounce
     
     5,000,000$700.01 to $800.00 per ounce
     
     6,000,000$800.01 to $900.00 per ounce
     
     7,000,000
      Anniversary of effective dateof agreement
     
     Annual lease paymentUpon signing of the lease
     
     $10,000Years 1 through 4
     
     10,000Years 5 through 9
     
     20,000All years thereafter
     
     32,500
      
 Average price of gold for the preceding thirty days
     
     Price per royalty point$300.00 per ounce and lower
     
     $2,000,000$300.01 to $400.00 per ounce
     
     2,500,000$400.01 to $500.00 per ounce
     
     3,000,000$500.01 to $600.00 per ounce
     
     4,000,000$600.01 to $700.00 per ounce
     
     5,000,000$700.01 to $800.00 per ounce
     
     6,000,000$800.01 to $900.00 per ounce
     
     7,000,000
    Due date of advanceminimum royalty payment
     
     Amount of advanceminimum royalty paymentJanuary 15, 2008
     
     $10,000January 15, 2009
     
     15,000January 15, 2010
     
     30,000January 15, 2011
     
     45,000January 15, 2012 and annually thereafter during the term of the
lease
     
     The greater of $60,000 or the dollar equivalent of 90 ounces of
gold
       
  Royalty point
     
     Purchase priceFirst 1%
     
     $1,500,000Second 1%
     
     3,000,000
      6.     PROPERTY
  2007
     
     2006Acquisition cost
     
     Acquisition related legal fees
     
     Total
     
     Acquisition cost
     
     Acquisition related legal fees
     
     TotalCVN lease
     $26,667
     
     $12,312
     
     $38,979
     
     $13,333
     
     $12,312
     
     $25,645RC lease
     20,000
     
     10,311
     
     30,311
     
     10,000
     
     10,311
     
     20,311HC lease
     20,000
     
     10,311
     
     30,311
     
     10,000
     
     10,311
     
     20,311Tempo lease
     5,000
     
     
     
     5,000
     
     
     
     
     
     IC staked
     10,000
     
     17,952
     
     27,952
     
     
     
     
     
     Total
     $81,667
     
     $50,886
     
     $132,553
     
     $33,333
     
     $32,934
     
     $66,267
  
 7.     ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES
  2007
     
     2006Accounts payable-Accrued legal fees
     
     $
     262,868
     
     $
     11,289Accrued audit and other fees
     
     
     35,000
     
     
     15,000Accrued consulting and accounting fees
     
     
     24,898
     
     
     17,600Accrued withholding taxes on interest paid to foreign note holders
(see Note 4(f))
     
     
     15,000
     
     
     Accrued exploration and field employee costs
     
     
     7,487
     
     
     93,906Accrued wages and employee deductions
     
     
     2,180
     
     
     5,506Accrued office expenses
     
     
     751
     
     
     15,350Total
     
     $
     348,184
     
     $
     158,651Accounts payable to related parties-Accrued consulting and accounting fees (Note 9)
     
     $
     18,096
     
     $
     Accrued legal costs - related parties (Note 9)
     
     
     30,408
     
     
     50,253Accrued exploration costs  related parties (Note 9)
     
     
     30,000
     
     
     Total
     
     $
     78,504
     
     $
     50,253
 8.     INCOME TAXES
  2007
     
     2006Net operating loss carry-forward
     $
     723,000
     
     $
     209,000Share-based payments
     
     112,000
     
     
     67,000Exploration costs
     
     51,000
     
     
     18,000Total deferred tax asset
     
     886,000
     
     
     294,000Valuation allowance
     
     (886,000
     )
     
     (294,000
     )Net deferred tax asset
     $
     
     
     $
     
    
 9.     RELATED PARTY
TRANSACTIONS
         
  10.  CONCENTRATIONS OF CREDIT RISK
   11.  SUBSEQUENT EVENTS
    12.  CONTINGENCIES
     
  Item 8. Changes In and Disagreements With Accountants and Financial Disclosure
   Item 8A. Controls and Procedures
 Conclusion Regarding Effectiveness of Disclosure Controls and Procedures
      Management's Annual Report on Internal Control Over Financial Reporting
       
              
  Item 8B. Other Information
  PART III
  Item 9. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the
Exchange Act.
 Directors and Executive Officers
  Name
     Age
     Position
     Date Named toBoard of DirectorsJohn M. Pritchard
     45
     Chief Executive Officer and Director
     October 2, 2006David Mathewson
     63
     President ,Chief Geologist and Director
     October 2, 2006Michael Berns1
     57
     Executive Chairman of the Board of Directors
     May 6, 2006Ernest M. Cleave
     37
     Treasurer, Chief Financial Officer and Controller
     n/aChristina Wilton
     32
     Secretary
     n/aJames Berns2
     55
     Director
     May
6, 2006
 Notes:
 1
 2
   
  John M. Pritchard, Chief Executive Officer and Director
 David Mathewson, President, Chief Geologist and Director
 Michael Berns, Executive Chairman of the Board of Directors
 Ernest M. Cleave, Treasurer, Chief Financial Officer and Controller
 Christina Wilton, Secretary.
 James Berns, Director
  
 Significant Employees
   Family Relationships
  Involvement in Certain Legal Proceedings
      Committees
  Audit Committee Financial Expert
  Code of Ethics
   
 Corporate Governance
   Item 10. Executive Compensation
  Summary Compensation Table
    Name andPrincipalPosition
     Year
     Salary ($)1
     OptionAwards($)
     AllOtherCompensation ($)
     Total($)(a)
     (b)
     (c)
     (f)
     (i)
     (j)John M. PritchardChief ExecutiveOfficer and Director(PEO)
     2007
     $150,0002
     $128,8233
     $-0-
     $278,82322006
     $150,0002
     $162,5144
     $-0-
     $312,5142David MathewsonPresident, Director andChief Geologist
     2007
     $120,000
     $-0-
     $-0-5
     $120,0002006
     $120,000
     $-0-
     $-0-5
     $120,000Ernest J. CleaveTreasurer,Chief FinancialOfficer andController
     2007
     $39,0002,6
     $-0-
     $-0-
     $39,0002,62006
     $37,5002,6
     $-0-
     $-0-
     $37,5002,6Trevor Michaelformer Treasurer andformer Director
     2007
     $-0-
     $-0-
     $92,4972,7
     $92,4972,72006
     $-0-
     $-0-
     $20,0002,7
     $20,0002,7
  
 Notes:
 1
 2
 3
 4
 5
 6
 7
  Outstanding Equity Awards at 2007 Fiscal Year-End
 Option AwardsName
     
     Number of Securities Underlying Unexercised Options (# Exercisable)
     
     Number of Securities Underlying Unexercised Options (# Unexercisable)
     
     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
     
     Option Exercise Price ($)
     
     Option Expiration Date(a)
     
     (b)
     
     (c)
     
     (d)
     
     (e)
     
     (f)John M. PritchardChief ExecutiveOfficer and Director(PEO)
     
     817,260
     
     -0-
     
     682,740
     
     $.25/$.501
     
     9/14/2011
 Note:
 1
  
 No Equity Incentive Plans
  Option Award to John M. Pritchard
  Compensation for Service as a Director
  Employment Agreements
       Employment Agreement with John M.
Pritchard
        Employment Agreement with David
Mathewson
   
       Employment Agreement with Brion
Theriault
   Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
   Stock Ownership Table
  Title of Class: Common StockName and Address of Beneficial Owner
     Amount andNature ofBeneficialOwnership1
     Percentageof ClassImmediatelyPrior to theEffective Date2Michael Berns126 Elk AvenueNew Rochelle, NY 10804
     
     6,133,3333
     
     
     18.96%David Mathewson1265 Mesa DriveFernley, NV 89408
     
     7,650,0004
     
     
     23.65%James Berns37 Orchard Hill RoadWestport, CT 06880
     
     3,066,6675
     
     
     9.48%Brion Theriault6972 Blue Jay DriveSpring Creek, NV 89815
     
     1,500,000
     
     
     4.64%John M. PritchardA3-142 Pears AvenueToronto, ON, Canada M5R 1T2
     
     864,3837
     
     
     2.67%All directors and officers in the aggregate
     
     17,714,383
     
     
     54.76%
  
 Notes:
 1
 2
 3
 4
 5
 6
 7
 Equity Compensation Plans
   Item 12. Certain Relationships and Related Transactions, and Director Independence.
 th
  
 Name
     Number ofUnits soldto Founder
     Amount Paidfor Units
     Number of Sharesof Common Stocksold to Founder
     Amount Paidfor Shares ofCommon StockTrevor Michael
     3,300,000
     $330
     3,125,000
     $312.50D. Richard Brown
     1,000,000
     $100
     1,125,000
     $112.50Tamara Brown
     2,300,000
     $230
     2,000,000
     $200James Berns
     1,100,000
     $110
     2,083,334
     $207Michael Berns
     2,200,000
     $220
     4,166,666
     $418Total:
     9,900,000
     $990
     12,500,000
     $1,250
  Corporate Governance and Director Independence
    Interested Party Transactions Involving David Mathewson
    
    Date
     Funds To Be Made AvailableMarch 31, 20081
     $2,000,000March 31, 2009
     $2,000,000March 31, 2010
     $2,000,000Total:
     $6,000,000
 Note:
 1
   
   th
 Interested Party Transactions Involving our Founders
 th
  
 Interested Party Transactions Involving Mr. John M. Pritchard
  Interested Party Transactions Involving Osprey Capital Partners
  Interested Party Transactions Involving Trevor Michael
   
  Interested Party Transactions involving Berns & Berns
  Interested Party Transactions Involving Christina Wilton
  Interested Party Transactions Involving Ernest M. Cleave
  Interested Party Transactions Involving Viewpoint Securities, LLC
   
 Parent Companies
   Item 13. Exhibits.
 Certificate of Incorporation1
     
     Exhibit 3.1By-Laws1
     
     Exhibit 3.2Form of Founder Unit Warrant1
     
     Exhibit 4.1Copy of John M. Pritchard Option Agreement1
     
     Exhibit 4.2Copy of Crescent Valley North Lease1
     
     Exhibit 10.1Copy of Robinson Creek Lease1
     
     Exhibit 10.2Copy of Horse Creek Lease1
     
     Exhibit 10.3Copy of Trevor Michael / 2120315 Ontario Inc. Consulting Agreement1
     
     Exhibit 10.4Copy of Amended and Restated Agreement with David "Dave" Mathewson1
     
     Exhibit 10.5Copy of Funding Obligation Agreement with David "Dave" Mathewson1
     
     Exhibit 10.6Copy of David "Dave" Mathewson Employment Agreement1
     
     Exhibit 10.7Copy of John M. Pritchard Employment Agreement1
     
     Exhibit 10.8Copy of Brion Theriault Employment Agreement1
     
     Exhibit 10.9Form of Mathewson-Theriault Stock Assignment Agreement1
     
     Exhibit 10.10Copy of Share Purchase Agreement between Trevor Michael and Gordon Cooper1
     
     Exhibit 10.11Copy of Share Purchase Agreement between Trevor Michael and Jasbir Gill1
     
     Exhibit 10.12Copy of Escrow Agreement1
     
     Exhibit 10.13Copy of Letter Agreement with David Mathewson1
     
     Exhibit 10.14Copy of Tempo Mineral Prospect Lease1
     
     Exhibit 10.15Copy of Subscription Agreement with Abdulsalam A. al-Abdulkarim1
     
     Exhibit 10.16Copy of Amended Subscription Agreement with Abdulsalam A. al-Abdulkarim1
     
     Exhibit 10.17Form of Subscription Agreement for Shares of Gold Run Inc. with Fischoff Family LLC1
     
     Exhibit 10.18Copy of Subscription Agreements for Common Stock for November 19, 2007 Private Placement1
     
     Exhibit 10.19Copy of Subscription Agreements for Warrant for November 19, 2007 Private Placement1
     
     Exhibit 10.20Copies of Lockup Letters in Connection with November 19, 2007 Private Placement1
     
     Exhibit 10.21Assignments of Common Stock to Company by James Berns and Michael Berns1
     
     Exhibit 10.22Transfer of Warrants by James Berns and Michael Berns to David Mathewson1
     
     Exhibit 10.23Form of Engagement Agreement with Viewpoint Securities, LLC1
     
     Exhibit 10.24Form of Subscription Agreements and Promissory Notes for March 14, 2008 Private Placement1
     
     Exhibit 10.25
  
 Code of Business Conduct and Ethics1
     
     Exhibit 14.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer2
     
     Exhibit 31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer2
     
     Exhibit 31.2Section 1350 Certification of Chief Executive Officer2
     
     Exhibit 32.1Section 1350 Certification of Chief Financial Officer2
     
     Exhibit 32.2Copy of September 27, 2006 David Mathewson Letter1
     
     Exhibit 99.1Copy of October 18, 2006 David Mathewson Letter1
     
     Exhibit 99.2Title Report for Crescent Valley North1
     
     Exhibit 99.3Title Report for Robinson Creek1
     
     Exhibit 99.4Title Report for Horse Creek1
     
     Exhibit 99.5Notice of Default dated September 14, 2007 (cured by Exhibit 10.6)1
     
     Exhibit 99.6Copy of December 21, 2007 letter concerning assignment of the Tempo Lease to Gold Standard Royalty Corporation1
     
     Exhibit 99.7Copy of Letter from David C. Mathewson dated April 1, 20082
     
     Exhibit 99.8
 Notes:
 1
 2
  Item 14. Principal Accountant Fees and Services
  Type of Work
     Year Ended December 31, 2007
     Period from inception (May 5, 2006) to December 31, 2006Audit fees1
     $50,950
     $39,500Audit-related fees2
     -0-
     -0-Tax fees3
     -0-
     $3,000All other fees
     -0-
     -0-Total
     $50,950
     $42,500
 Notes:
 1
 2
 3
   
   SIGNATURES
  GOLD RUN INC./s/ David Mathewson
     
     /s/ John M. Pritchard
     
     /s/ Ernest M. CleaveDavid MathewsonPresident and DirectorMay 20, 2008
     
     John M. PritchardChief Executive Officer and DirectorMay 20, 2008
     
     Ernest M. CleaveChief Financial Officer and ControllerMay 20, 2008In accordance with the 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./s/ Michael BernsMichael BernsExecutive Chairman of the Board of DirectorsMay 20, 2008/s/ James BernsJames BernsDirectorMay 20, 2008