UNITED STATESSECURITIES AND EXCHANGE COMMISSION
 FORM 10-QSB
 (Mark One) þ
 March 31, 2007
 o
   Gold Run Inc.(Exact name of small business issuer as specified in its charter)
 Delaware
     20-4919927(State or other jurisdiction of incorporation or organization)
     (IRS Employer Identification No.)
 330 Bay Street, Suite 820, Toronto Ontario M5H 2S8 Canada(Address of principal executive offices)
 (416) 363-0151(Issuers telephone number)
 (Former name, former address and former fiscal year, if changed since last report)
  o þ
  o þ
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS  o o
 APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable
date: 44,276,800 shares of Common Stock, par value $.000001 per shareTransitional Small Issuer Disclosure Format (Check one):      
     Yes o    No þ
  
 GOLD RUN INC.
 Index to Form 10-QSB
 PART I  FINANCIAL INFORMATIONItem 1
     Financial Statements
     3Item 2
     Plan of Operation
     18Item 3
     Controls and Procedures
     22PART II  OTHER INFORMATIONItem 1
     Legal Proceedings
     23Item 2
     Unregistered Sales of Equity Securities and Use of Proceeds
     23Item 3
     Defaults Upon Senior Securities
     23Item 4
     Submission of Matters to a Vote of Security Holders
     23Item 5
     Other Information
     23Item 6
     Exhibits
     23
  
 PART I  FINANCIAL INFORMATION  Item 1. Financial Statements GOLD RUN INC.(an exploration stage enterprise)
BALANCE SHEETSAS AT MARCH 31, 2007 AND DECEMBER 31, 2006
(stated in U.S. dollars)(unaudited) Mar. 31, 2007
     
     
     Dec. 31, 2006ASSETSCURRENT ASSETS:Cash
     $
     480,803
     
     
     $
     855,346Prepaid expenses
     
     15,000
     
     
     
     15,000Total current assets
     
     495,803
     
     
     
     870,346PROPERTY - MINERAL PROPERTY RIGHTS (Notes 3 and 4)
     
     91,267
     
     
     
     66,267OTHER ASSETS:Reclamation bonds
     
     33,635
     
     
     
     33,635Prepaid offering costs
     
     105,177
     
     
     
     105,177Debt financing costs, net (Note 6)
     
     134,544
     
     
     
     157,947Total other assets
     
     273,356
     
     
     
     296,759TOTAL ASSETS
     $
     860,426
     
     
     $
     1,233,372LIABILITIES AND SHAREHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable and accrued liabilities (Note 5) -To related party
     $
     25,000
     
     
     $
     50,253To others
     
     60,463
     
     
     
     158,651Accrued interest (Note 6)
     
     90,407
     
     
     
     50,144Total current liabilities
     
     175,870
     
     
     
     259,048PROMISSORY NOTES (Note 6)
     
     1,610,500
     
     
     
     1,610,500COMMITMENTS AND CONTINGENCIES (Notes 3, 6, 7 and 9)SHAREHOLDERS' DEFICIT (Note 7):Common stock, $.000001 par value, 100,000,000 sharesauthorized, 39,450,000 shares issued and outstanding
     
     39
     
     
     
     39Additional paid-in capital
     
     235,729
     
     
     
     203,405Deficit accumulated during the exploration phase
     
     (1,161,712
     )
     
     
     (839,620
     )Total shareholders' deficit
     
     (925,944
     )
     
     
     (636,176
     )TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
     $
     860,426
     
     
     $
     1,233,372
 The accompanying notes to financial statements arean integral part of these balance sheets.  
 GOLD RUN INC.
(an exploration stage enterprise)
STATEMENTS OF LOSS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2007,
FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2006
AND FOR THE PERIOD FROM INCEPTION TO MARCH 31, 2007
(stated in U.S. dollars)
(unaudited) Three monthsended
     
     From inception to
     
     From inception toMar. 31, 2007
     
     Dec. 31, 2006
     
     Mar. 31, 2007REVENUE
     $
     
     
     $
     
     
     $
     COSTS AND EXPENSES:Exploration costs
     
     56,768
     
     
     296,037
     
     
     352,805Stock-based compensation (Note 7)
     
     32,324
     
     
     190,904
     
     
     223,228Consulting and professional fees (Note 9)
     
     36,904
     
     
     64,489
     
     
     101,393Travel
     
     19,960
     
     
     47,522
     
     
     67,482Legal (including $22,753 to related parties in the periodfrom inception to December 31, 2006) (Note 9)
     
     34,529
     
     
     40,681
     
     
     75,210Amortization of debt financing costs (Note 6)
     
     23,403
     
     
     29,280
     
     
     52,683Audit fees
     
     9,000
     
     
     27,500
     
     
     36,500Salaries
     
     33,000
     
     
     27,244
     
     
     60,244Accounting fees
     
     16,254
     
     
     21,619
     
     
     37,873Office expense
     
     4,182
     
     
     20,886
     
     
     25,068General and administrative
     
     1,648
     
     
     12,919
     
     
     14,567Rent
     
     13,325
     
     
     8,895
     
     
     22,220Bank charges
     
     532
     
     
     2,716
     
     
     3,248281,829
     
     
     790,692
     
     
     1,072,521LOSS FROM OPERATIONS
     
     (281,829
     )
     
     (790,692
     )
     
     (1,072,521
     )INTEREST EXPENSE ON PROMISSORY NOTES(Note 6)
     
     (40,263
     )
     
     (50,144
     )
     
     (90,407
     )INTEREST INCOME
     
     
     
     
     1,216
     
     
     1,216NET LOSS
     $
     (322,092
     )
     $
     (839,620
     )
     $
     (1,161,712
     )WEIGHTED AVERAGE NUMBER OF SHARES
     
     39,450,000
     
     
     39,450,000
     
     $
     39,450,000LOSS PER SHARE
     $
     (0.008
     )
     $
     (0.021
     )
     $
     (0.030
     )
 The accompanying notes to financial statements arean integral part of these statements.  
 GOLD RUN INC.(an exploration stage enterprise)STATEMENT OF SHAREHOLDERS' DEFICIT
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2007,
FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2006
AND FOR THE PERIOD FROM INCEPTION TO MARCH 31, 2007
(stated in U.S. dollars)
(unaudited) Number ofshares
     
     Commonstock
     
     Additionalpaid-incapital
     
     Deficitaccumulatedduring theexplorationstage
     
     Totalshareholders'deficitBALANCE, May 5, 2006
     
     
     
     $
     
     
     $
     
     
     $
     
     
     $
     Initial private placement of shares
     
     22,400,000
     
     
     22
     
     
     2,218
     
     
     
     
     
     2,240Shares issued to President/ChiefGeologist (Note 7)
     
     7,500,000
     
     
     7
     
     
     743
     
     
     
     
     
     750Private placement of shares
     
     9,550,000
     
     
     10
     
     
     9,540
     
     
     
     
     
     9,550Fair value of stock-based compensation
     
     
     
     
     
     
     
     190,904
     
     
     
     
     
     190,904Net loss from inception to December 31, 2006
     
     
     
     
     
     
     
     
     
     
     (839,620
     )
     
     (839,620
     )BALANCE,December 31, 2006
     
     39,450,000
     
     
     39
     
     
     203,405
     
     
     (839,620
     )
     
     (636,176
     )Net Loss for the quarter ended March 31, 2007
     
     
     
     
     
     
     
     
     
     
     (322,092
     )
     
     (322,092
     )Fair value of stock-based compensation
     
     
     
     
     
     
     
     32,324
     
     
     
     
     
     32,324BALANCE, March 31, 2007
     
     39,450,000
     
     $
     $39
     
     $
     235,729
     
     $
     (1,161,712
     )
     $
     (925,944
     )
 The accompanying notes to financial statements arean integral part of these statements.  
 GOLD RUN INC.
(an exploration stage enterprise)
STATEMENT OF CASH FLOWS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2007,
FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2006
AND FOR THE PERIOD FROM INCEPTION TO MARCH 31, 2007
(stated in U.S. dollars)
(unaudited) Three monthsendedMar. 31, 2007
     
     From inception toDec. 31, 2006
     
     From inception toMar. 31, 2007CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
     $
     (322,092
     )
     $
     (839,620
     )
     $
     (1,161,712
     )Adjustments to reconcile net loss to net cash used byoperating activities:Amortization of debt financing costs
     
     23,403
     
     
     29,280
     
     
     52,683Stock-based compensation
     
     32,324
     
     
     190,904
     
     
     223,228Increase in prepaid expenses
     
     
     
     
     (15,000
     )
     
     (15,000
     )(Decrease) increase in accounts payable and accruals
     
     (93,630
     )
     
     179,093
     
     
     85,463Increase in accrued interest
     
     40,263
     
     
     50,144
     
     
     90,407Total adjustments
     
     2,360
     
     
     434,421
     
     
     436,781Net cash used by operating activities
     
     (319,732
     )
     
     (405,199
     )
     
     (724,931
     )CASH FLOWS FROM INVESTING ACTIVITIES:Payments to acquire mineral property rights
     
     (25,000
     )
     
     (66,267
     )
     
     (91,267
     )Payments to acquire reclamation bonds
     
     
     
     
     (33,635
     )
     
     (33,635
     )Net cash used by investing activities
     
     (25,000
     )
     
     (99,902
     )
     
     (124,902
     )CASH FLOWS FROM FINANCING ACTIVITIES:Cash proceeds from the issuance of promissory notes
     
     
     
     
     1,610,500
     
     
     1,610,500Payments of debt financing costs
     
     
     
     
     (187,227
     )
     
     (187,227
     )Payments of offering costs
     
     (29,811
     )
     
     (75,366
     )
     
     (105,177
     )Proceeds from sale of common stock
     
     
     
     
     12,540
     
     
     12,540Net cash provided by financing activities
     
     (29,811
     )
     
     1,360,447
     
     
     1,330,636NET (DECREASE) INCREASE IN CASH
     
     (374,543
     )
     
     855,346
     
     
     480,803CASH, beginning of period
     
     855,346
     
     
     
     
     
     CASH, end of period
     $
     480,803
     
     $
     855,346
     
     $
     480,803SUPPLEMENTAL CASH FLOW DISCLOSURE:Interest paid
     $
     
     
     $
     
     
     $
     Taxes paid
     $
     
     
     $
     
     
     $
     Non-cash item - offering costs included in accounts payable
     $
     
     
     $
     29,811
     
     $
     
 The accompanying notes to financial statements arean integral part of these statements.  
 GOLD RUN INC.
(an exploration stage enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO MARCH 31, 2007
(stated in U.S. dollars)
(Unaudited) Note 1. Nature of Operations Gold Run Inc. (the Company) is an exploration company engaged in the acquisition and
exploration of mineral properties in the State of Nevada. The Company was incorporated on May 5, 2006 under the laws of the State
of Delaware. As of March 31, 2007, the Company has put in place the management team, has leased three mineral properties and
staked a fourth (see Note 3), has secured initial equity financing (see Note 7), and has commenced exploration activities on its
leased properties. The Company has also completed two offerings of promissory notes (see Note 6). The recoverability of amounts shown as mineral property rights is dependent upon the discovery of
economically recoverable reserves, confirmation of the Companys interest in the underlying mineral claims, the ability of
the Company to obtain necessary financing to complete the development of the properties and the ability of the Company to obtain
profitable production or proceeds from the disposition thereof. The Company has been in the exploration stage since its inception and has not yet realized any
revenue from its operations. Note 2. Summary of Significant Accounting Policies These financial statements have been prepared in accordance with accounting principles generally
accepted in the United States. The significant accounting policies used in these financial statements are as follows: (a) Measurement uncertainties - The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the period. Actual results may differ from those estimates.  
 Significant estimates used in the preparation of these financial statements include, amongst other
things, the estimated future operating results and net cash flows from mineral properties, the anticipated costs of asset
retirement obligations including the reclamation of mine sites and the computation of stock-based compensation. (b) Mineral property rights - All direct costs related to the acquisition of mineral property rights are capitalized. Exploration
costs are charged to operations in the period incurred until such time as it has been determined that a property has economically
recoverable reserves, at which time subsequent exploration costs and the costs incurred to develop a property are capitalized. The Company reviews the carrying values of its other mineral property rights whenever events or
changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts. An impairment
loss is recognized when the carrying value of those assets is not recoverable and exceeds its fair value. As of March 31, 2007,
management had determined that no impairment loss is required. At such time as commercial production may commence, depletion of each mining property will be
provided on a unit-of-production basis using estimated proven and probable recoverable reserves as the depletion base. In cases
where there are no proven or probable reserves, depletion is provided on a straight-line basis over the expected economic life of
the mine. (c) Asset retirement obligations - The Company plans to recognize liabilities for statutory, contractual or legal obligations, including
those associated with the reclamation of mineral and mining properties and any plant and equipment, when those obligations result
from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement
obligation will be recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability,
the corresponding asset retirement cost will be added to the carrying amount of the related asset and the cost will be amortized
as an expense over the economic life of the asset using either the unit-of-production method or the straight-line method, as
appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability will be
increased for the passage of time and adjusted for changes to the amount or timing of the underlying cash flows needed to settle
the obligation. The Company has posted reclamation bonds with the State of Nevada Reclamation Bond Pool for two of
its properties as required by the United States Bureau of Land Management, to secure potential clean-up and land restoration costs
if the projects were to be abandoned or closed. The Company has recorded the cost of these bonds as an asset in the accompanying
balance sheet.  
 (d) Income taxes - Future tax assets and liabilities are recognized for the future tax consequences attributable to the
difference between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future
tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to be recovered or settled. This
method also requires the recognition of future tax benefits such as operating loss carry-forwards to the extent that realization
of such benefits is more likely than not. (e) Loss per share - The basic loss per share at March 31, 2007 and December 31, 2006 has been computed by dividing the
net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the
potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted
average number of common shares outstanding during the period, if dilutive. For this purpose, the treasury stock
method is used for the assumed proceeds upon the exercise of stock options and warrants that are used to purchase common
shares at the average market price during the year. At March 31, 2007, none of the warrants or convertible promissory notes were considered dilutive as
the Company has a loss for the period. (f) Prepaid offering costs - Prepaid offering costs are legal costs relating to the Companys proposed initial public
registration of its shares. These costs will be charged against the proceeds of the Companys initial public offering, if
such offering occurs, or will be charged to expense if such offering does not occur. (g) Debt financing costs - Debt financing costs represent commission costs and legal fees relating to the issuance of promissory
notes. These costs are being amortized over the life of the promissory notes of two years (see Note 6). Amortization is $23,403
for the quarter ended March 31, 2007 and will be $93,613 for the full year ending December 31, 2007 and $64,334 in the year ending
December 31, 2008. $29,820 was amortized in the period from inception to December 31, 2006. (h) Stock-based compensation - Stock-based compensation consists of the estimated fair value of stock options granted during the
period, and is recorded as expense and an addition to additional paid-in capital in accordance with Statement of Financial
Accounting Standards No. 123 (Revised December 2004), Share-Based Payment. (i) Fair value of financial instruments - The Company believes that the fair market value of its financial instruments (promissory notes)
approximates their stated value.  
 Note 3. Mineral Property Rights Leases The Company has entered into three leases with KM Exploration Ltd. (the Lessor) (one of
the principals of KM Exploration Ltd. is also the President/Chief Geologist and a shareholder of the Company) and are all subject
to the following terms: The Company has committed under an agreement with its President/Chief Geologist (see Note 9) to
provide exploration funding, in the following amounts, no later than the following dates: 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
     
     500,000$
     5,400,000
 In addition to its commitment to provide this additional exploration funding totaling of $5,400,000
(the Company previously successfully met its requirement to provide $600,000 of exploration funding prior to March 31, 2007), the
Company must also provide funding sufficient to fund all other activities of the Company including administrative, legal,
accounting, travel and other costs. The total funding obligation, including exploration costs and administrative, legal,
accounting, travel and other costs, is estimated to be $9,000,000. The Companys funding obligations are deemed to be satisfied upon the earlier of: (i) the date upon which the cumulative sum of $6,000,000 has been expended on exploration costs,
or (ii) the date upon which funds in the amount of $6,000,000 (less the amount of exploration costs
previously expended) is set aside and reserved to pay for exploration costs, provided the Company has also set aside funds to pay
for general and administrative expenses in an amount equal to 50% of the funds set aside to pay for exploration costs. Should the Company be unable to complete the above funding obligations, the leases will be cancelled
and the Company will have no further interest in these properties, and all rights to the properties will revert to the
related-party Lessor. Upon termination of the leases the Company will be required to remove all of the equipment it may
install on the leased property and will be responsible for reclamation of those areas disturbed by the Companys activities.
All of the leases have been accounted for as operating leases.  
 These three leases are described as follows: (a) CVN lease - On July 17, 2006, the Company entered into a mining lease agreement with the Lessor to lease a group
of 151 unpatented lode mining claims known as the CVN group. The term of this the lease is initially ten years. This lease may be extended in five year increments
thereafter for a total lease term of thirty years. The Company can terminate the lease at any time upon 60 days advance
notice. Until production is achieved, the following lease payments are required: 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
 Once production is achieved from this property, the lease requires the Company to pay the Lessor the
greater of: (i) a royalty on production equal to 3% of net smelter returns, or (ii) the lease payments as per the above table. The Company has the right at any time during the lease agreement to purchase a maximum of two
points of the Lessors three percent (3%) gold production royalty, thereby reducing the Lessors gold
production royalty to one percent (1%). Each point is equivalent to 1% of net smelter returns. The purchase price for
each royalty point shall be as follows: Average price of gold for thepreceding thirty days
     
     Price perroyalty 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
  
 The Company shall have the right to purchase less than a full royalty point, at a
pro-rata price. (b) RC lease - On July 17, 2006, the Company entered into a mining lease agreement with the Lessor to lease a group
of 91 unpatented lode mining claims known as the RC group. The term of this the lease is initially ten years. This lease may be extended in five year increments thereafter for a total
lease term of thirty years. The Company can terminate the lease at any time upon 60 days advance notice. Until production is achieved, the following lease payments are required: Anniversary of effective dateof agreement
     
     Annual leasepaymentUpon signing of the lease
     
     $10,000Years 1 through 4
     
     10,000Years 5 through 9
     
     20,000All years thereafter
     
     32,500
 Once production is achieved from this property, the lease requires the Company to pay the Lessor the
greater of: (i) a royalty on production equal to 2.5% of net smelter returns, or (ii) the lease payments as per the above table. The Company has the right at any time during the lease agreement to purchase a maximum of
one-and-one-half (1.5) points of the Lessors two-and-one-half percent (2.5%) gold production royalty, thereby
reducing the Lessors gold production royalty to one percent (1%). Each point is equivalent to 1% of net smelter
returns. The purchase price for each royalty point shall be as follows: Average price of gold for thepreceding thirty days
     
     Price perroyalty 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
  
 The Company shall have the right to purchase less than a full royalty point, at a
pro-rata price. (c) HC lease - On July 17, 2006 the Company entered into a mining lease agreement with the Lessor to lease a group
of 189 unpatented lode mining claims known as the HC group. The term of this the lease is initially ten years. This lease may be extended in five year increments
thereafter for a total lease term of thirty years. The Company can terminate the lease at any time upon 60 days advance
notice. Until production is achieved, the following lease payments are required: Anniversary of effective dateof agreement
     
     Annual leasepaymentUpon signing of the lease
     
     $10,000Years 1 through 4
     
     10,000Years 5 through 9
     
     20,000All years thereafter
     
     32,500
 Once production is achieved from this property, the lease requires the Company to pay the Lessor the
greater of: (i) a royalty on production equal to 2.5% of net smelter returns, or (ii) the lease payments as per the above table. The Company has the right at any time during the lease agreement to purchase a maximum of
one-and-one-half (1.5) points of the Lessors two-and-one-half percent (2.5%) gold production royalty, thereby
reducing the Lessors gold production royalty to one percent (1%). Each point is equivalent to 1% of net smelter
returns. The purchase price for each royalty point shall be as follows: Average price of gold for thepreceding thirty days
     
     Price perroyalty 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
  
 The Company shall have the right to purchase less than a full royalty point, at a
pro-rata price. Staked claims Indian Creek (IC) - In January, 2007, the Company spent $25,000 on staking 88 claims compromising a contiguous claim
group, named Indian Creek by the Company, located on the Independence-Eureka gold trend about 5 miles south of the companys
RC project. Note 4. Property Property consists of the cost of mineral property rights, as follows at March 31, 2007: Acquisition cost
     
     Acquisition-related legal fees
     
     TotalCVN lease
     $13,333
     
     $12,312
     
     $25,645RC lease
     10,000
     
     10,311
     
     20,311HC lease
     10,000
     
     10,311
     
     20,311IC staked
     10,000
     
     15,000
     
     25,000Total
     $43,333
     
     $47,934
     
     $91,267
 Note 5. Accounts Payable and Accrued Liabilities Included in accounts payable and accrued liabilities are the following accounts payable and accrued
liabilities at March 31, 2007: Accrued consulting fees
     $ 5,950Accrued accounting fees
     22,517Accrued legal fees
     19,196Accrued office expenses
     3,800Accrued audit fees
     9,000Accounts payable and accrued expenses toother than related parties
     60,463Accrued legal fees - related party
     25,000Total
     $ 85,463
 Note 6. Promissory Notes The Company has completed two private placements of two-year non-transferable 10% convertible
promissory notes payable. Interest accrues and is payable on the annual anniversary date of each note.  
 The promissory notes are convertible on an all-or-none basis, at the option of the holder, on the
first anniversary of the issue of the promissory note, into common shares of the Company at a conversion price of $0.25 per share
in the case of Series 1 notes and $0.50 per share in the case of Series 2 notes. The Company may, at its sole option, pay some or all of the principal and accrued interest on the
promissory notes by issuing shares of the Companys common stock for each $0.25 in principal amount of the notes in the case
of Series 1 notes and $0.50 per principal amount of the notes in the case of Series 2 notes. The promissory notes along with
accrued interest will automatically be converted to common shares of the Company at a value of $0.25 per share in the case of
Series 1 notes and $0.50 per share in the case of Series 2 notes, upon the effective date of the Companys registration
statement. Should the registration become effective prior to the first anniversary of the issue of the notes, the note-holders
will be entitled to receive an amount equal to a full years interest. At March 31, 2007, the Company had issued promissory notes totaling $583,500 (Series 1) and
$1,027,000 (Series 2). Debt financing costs associated with these issuances totaled $187,227. The net debt financing costs at
March 31, 2007 were $134,544 (2006: $157,947) after amortization of $23,403 for the quarter ended March 31, 2007 and $29,280 for
the period from inception to December 31, 2006. Note 7. Common Stock and Warrants (a) Warrants - Upon formation of the Company, the founding shareholders subscribed for a total of 22,400,000 shares
of common stock at a price of $0.0001 per share plus share purchase warrants entitling the holders to purchase a total of
9,900,000 shares at a price of $1.00 per share, all for total consideration of $2,240. Given that the Company is in the
exploration stage, management has allocated the full consideration paid to common stock. At March 31, 2007, all 9,900,000 warrants are outstanding with an exercise price of $1.00. The
warrants expire on May 8, 2009. (b) Commitment to issue additional shares - At the same time that the Company and its President/Chief Geologist entered into an employment
agreement (see Note 9), the parties also entered into a separate agreement providing for the President/Chief Geologist to purchase
7,500,000 shares of the Companys common stock at a price of $0.0001 per share. Under the terms of that agreement, once the
Company has met its funding obligation (defined as the Company having raised a total of $6,000,000 for exploration costs by April
30, 2009, at various dates and in amounts as described in Note 3), the Company is obligated to issue additional shares to the
President/Chief Geologist (at a price of $0.0001 per share) in sufficient number so that the President/Chief Geologist would
continue to hold 15% of the then issued and outstanding shares of the Company. In the event that the President/Chief Geologist
should hold more than 15% of the issued and outstanding shares at the time the Company meets its funding obligation, those excess
shares will be deemed to be automatically cancelled. Shares issued by the Company pursuant to the acquisition of additional
mineral property rights will be deducted from the total of the shares then issued and outstanding for the purposes of calculating
the 15% the President/Chief Geologist is entitled to. Shares sold or transferred to other employees of the Company by the
President/Chief Geologist must be included for purposes of calculating the 15% the President/Chief Geologist is entitled to.  
 These shares are restricted as to sale for the first eighteen months and then subject to certain
restrictions on the sale of these shares for an additional eighteen months. (c) Stock-based compensation and employment agreement On September 15, 2006, the Company and its Chief Executive Officer entered into an employment
agreement which provides, amongst other compensation, an option to purchase 1,500,000 shares of common stock over a five-year
period at a price of $0.25 for the first 500,000 shares and $0.50 for the remaining 1,000,000 shares. The option vests as follows: Number ofsharesUpon signing of the agreement
     
     300,000Pro-rata on a daily basis until September 15, 2007
     
     400,000Pro-rata on a daily basis from September 15, 2007
     until September 15, 2008
     
     400,000Pro-rata on a daily basis from September 15, 2008
     until September 15, 2009
     
     400,000Total
     
     1,500,000
 The fair value of the options was estimated on the date of grant using the Black-Scholes option
pricing model with the following assumptions: dividend yield of 0%; expected volatility of 100%; risk free interest rate of 4.70%;
and an expected average life of three years. The fair value of options granted during the year was estimated to be approximately
$510,000. The fair value of the 516,986 options vested during the period from inception to March 31, 2007 (418,356 to December 31,
2006 and 98,630 for the quarter ended March 31, 2007) was estimated to be $194,838 (2006: $162,512) and the difference of $32,324
has been expensed in the statement of loss for the quarter ended march 31, 2007 and recorded as additional paid-in capital. The employment agreement also contains a provision which, in the event of termination without cause,
would require the Company to pay the Chief Executive Officer $125,000 (Canadian funds). On October 31, 2006, the Company entered into an agreement with a consultant, which provides the
consultant with an option to purchase 100,000 shares of common stock over a two-year period at a price of $0.50 per share
(Canadian funds). The fair value of the option is estimated using the Black-Scholes option pricing model with the following
assumptions: dividend yield of 0%; expected volatility of 100%; risk free interest rate of 4.70%; and an expected average life of
two years. The fair value of the option granted is estimated to be $28,390 and has been expensed in the statement
of loss for the year ended December 31, 2006 and recorded as additional paid-in capital. No additional adjustment is required for
the quarter ended March 31, 2007.  
 Note 8. Income Taxes The components of the Companys deferred tax asset are as follows at March 31, 2007: Net operating loss carry-forward
     $
     328,469Stock-based compensation
     
     78,130Total deferred tax asset
     
     406,599Valuation allowance
     
     (406,599)Net deferred tax asset
     $
     
 The Company has recorded a valuation allowance sufficient to fully reserve the deferred tax asset as
realization of the deferred tax asset is not reasonably assured because of the Companys loss since inception. The need for a
valuation allowance is evaluated by management periodically. As of March 31, 2007, the Company had net operating loss carry-forwards of approximately $1,133,092
that may be used in future years to offset federal taxable income. Such carry-forwards expire in December 2027. Note 9. Related Party Transactions For the three months to March 31, 2007, the Company incurred consulting fees of $27,341 as well as
operating expenses of $3,523 (2006: $8,931) to a corporation controlled by a director. Note 10. Concentrations of Credit Risk At March 31, 2007, substantially all of the Companys cash is held in accounts with a Canadian
Chartered Bank. The amounts held in these Canadian accounts are insured under the Canadian Deposit Insurance Company to a maximum
of $100,000 CDN (as of March 31, 2007) per each deposit account. Amounts denominated in US dollars are not insured. The Company
has not experienced losses on such accounts, nor does the Company believe that there is significant risk of loss on such accounts
in Canada. As of March 31, 2007, all of the Companys mineral property rights were geographically
concentrated in the State of Nevada.  
 Note 11. Subsequent Events The registration statement on Form SB-2 for the sale of 8,000,000 shares of common stock by the
Company and 1,097,000 shares of common stock by certain selling shareholders was declared effective by the Securities and Exchange
Commission on May 14, 2007. * * *  Item 2. Plan of Operation Plan of Operation We intend to conduct a staged exploration program on each of our four properties, which are all at
the very early stages of exploration. The next stages of our exploration programs are dependent upon the results obtained during
the first stage. We estimate that we will require approximately $3.8 million through January 31, 2008 for initial
exploration costs, the required exploration funding under our agreement with David Mathewson, our President and Chief Geologist,
estimated administrative expenses, lease payments and estimated claim maintenance costs. We believe that the proceeds from this
offering together with cash on hand are more than sufficient to fund our operations for twelve months after the effective date of
this registration statement. Our planned exploration program for the remainder of 2007 consists of conducting one detailed gravity
survey and drilling twelve (12) total holes. The proceeds from our sale of convertible notes have provided the funds to commence
the initial exploration work on two of our properties. The total cost of this initial exploratory work is estimated to be
approximately $1,508,000. Completing the first stage for all four properties is estimated to cost approximately $818,000. We will
require the proceeds of this public offering to perform the initial exploration work on two of our properties and to follow up our
initial exploratory work on our other two properties. Although we intend to actively look for additional mining prospects in Nevada and elsewhere, we may
not ever be able acquire any additional mining prospects. In the event that we do acquire additional mining prospects, we may
decide to accordingly modify our planned exploration programs for our existing properties. We believe that necessary equipment and operators for our exploratory activities are available from
several local sources in Elko and Reno, Nevada. Exploration Program for Crescent Valley North Property Five drill sites have already been permitted and at least three core holes will be drilled to further
examine the bonanza vein model and provide target tests. These holes must be drilled to at least 1,500 feet, with the option of
drilling to 2,000 feet. We anticipate drilling approximately 5,000 total feet during the initial phase of this exploration
program. The estimated costs for the initial phase of this exploration program are approximately $340,000, consisting of: 
     Drilling
costs at approximately $60 per foot, for a total  of $300,000. 
     Site
preparation costs of approximately $5,000.  
 
     Assaying
costs at approximately $6 per foot, for a total  of $30,000. 
     Core
splitting and miscellaneous materials and labor at  approximately $1 per  foot, for a
total of $5,000. Excluded from our exploration costs for this property is our reclamation bond in the amount of
$19,188 filed with the State of Nevada Commission on Mineral Resources, effective from October 26, 2006 through June 30, 2007. Depending upon the results obtained in the initial exploratory phase, we may commence with next phase
of the exploration program. The second phase will be will be a similar size program to provide additional characterization and
definition on the model and prospectively intersected mineralization. Our projected cost for the second phase is an additional
$340,000, for a total cost of approximately $680,000 for the initial and second phases of this exploration program. Exploration Program for Robinson Creek Property A gravity survey consisting of 273 stations surveyed at approximately 125 meter intervals along lines
spaced approximately 250 meters apart was completed in October 2006. The data achieved from this survey provided quality
definition on underlying rock densities and helped guide the site locations and design approach for drilling by allowing us to
estimate lithologic types, relative depth to lithologic types and structural contacts. In October and November 2006, five drill sites were permitted and bonded for initial exploration. Two
reverse circulation holes were drilled in December 2006 and January 2007 for purposes of testing two of the five target sites. We
could not access the three remaining sites because of difficult weather and ground conditions. Hole RC06-1 was completed in December 2006 to a depth of 1140 feet when we had to stop because of
difficult hole conditions. The cutting samples indicated scattered weakly anomalous gold values from 25 to 100 ppb (parts per
billion). We believe that a structural complication may have displaced the Webb-Devils Gate contact downward, below 1500
feet of depth. The right rock units of Chainman Formation that overlies the Webb Formation were intersected in the drill hole. Hole RC06-2 was completed in January 2007 to a depth of 1500 feet. The rock formation that was
drilled appears to be entirely Chainman Formation. The top of the Webb Formation may have been encountered at 1470 feet, which
indicates that the targeted Webb Formation is at an excessive depth at this location. Several thin zones of thin mafic intrusions
were intersected in this hole. We believe that these intrusions provide favorable indication of target prospectivity at this
site. All assays are pending at this time. The estimated costs for the initial phase of this exploration program are approximately $180,000,
consisting of:  
 
     Gravity
survey and assessment report have been completed  at a cost of  $20,000. 
     Site
preparation costs of approximately $15,000 (a  portion of which has  already been
expended). 
     Drilling
costs at approximately $25 per foot, for a total  of $125,000 (a  portion of which has
already been expended). 
     Assay
costs of approximately $20,000 (a portion of which  has already been  expended). Excluded from our exploration costs for this property is our reclamation bond in the amount of
$14,447 filed with the State of Nevada Commission on Mineral Resources, effective from October 26, 2006 through June 30, 2007. We may commence with the second phase of our exploration program depending upon the results obtained
in the initial phase. The second phase consists of a similar amount of drilling, including angle drilling, and is expected to cost
an additional $150,000. The total cost for the initial and second phases of our exploration program for this property is
approximately $330,000.  
 Exploration Program for Horse Creek Property In October 2006, we completed a 552-station gravity survey at 125-meter station intervals along lines
spaced approximately 250 meters apart. When conditions permit, we will conduct a ground examination of the interpretable features
indicated by this gravity survey to assist us with targeting. The results of this gravity survey appear to provide good definition
on several northwest-trending structural features that are consistent with earlier targeting on the property. In addition, a
strong gravity high was indicated within the northern area of the property. This gravity high data may indicate shallow depth to
prospective lower-plate rock units. We do not plan to start drilling at this property until the middle of 2007 at the earliest. We
will obtain a reclamation bond prior to commencing drilling on this property. No previous drilling has been conducted in the
vicinity of this gravity high. The estimated cost of the initial phase of this exploration program are approximately $45,000,
consisting of: 
     Gravity
survey and assessment report have been completed  at a cost of  $30,000. 
     500
rock and soil samples sufficient to characterize  target locations along  the prospective
structural zones expected to cost approximately  $30 per sample, for a total of $15,000. We may start drilling on this property depending upon the results that we obtain from our preliminary
work. At this time, we estimate that the additional costs of drilling two or three initial test holes to a total footage of 5,000
feet to be $200,000 ($40 per foot). Exploration Program for Indian Creek Property We plan to conduct a detailed gravity survey of this property in 2007. Once the gravity survey is
completed and our target opportunities are further defined, we intend to drill three exploratory holes to a depth of approximately
1,500 feet each. We will obtain a reclamation bond prior to commencing drilling. The total cost of this initial phase of our
exploration program is estimated to be $253,000, consisting of:  
 
     Initial
staking and claim filings were completed at a  cost of $28,000. 
     Gravity
survey and assessment report expected to cost  $30,000. 
     Rock
and soil samples are expected to cost $15,000. 
     Drilling
costs at approximately $40 per foot, for a total  of $180,000. At this time, we are unable to estimate the costs of continuing our exploration program on this
property past the initial stage. Product Research and Development None, except for our exploration activities. Purchase/Sale of Plant and Significant Equipment We intend to conduct our exploration activities by leasing equipment and by contracting with third
parties for various services on an as-needed basis. At this time, we do not anticipate purchasing any equipment, although this may
change depending upon the success of our exploration activities. Changes to Number of Employees We intend to conduct our exploration activities by engaging geologists, engineers, contractors and
other personnel on an as-needed, consulting basis. At this time, we do not anticipate hiring additional employees, although this
may change depending upon the success of our exploration activities. Off-Balance Sheet Arrangements None.  Item 3. Controls and Procedures After having conducted an evaluation as required by Rules 13a-15(b) and 15d-15(b) promulgated under
the Securities Exchange Act of 1934, as amended (the Exchange Act), our Chief Executive Officer, John M. Pritchard,
and our Chief Financial Officer, Ernest Cleave, have concluded that our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act, are effective as of the end of the period covered by this report to ensure that
information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate
to allow timely decisions regarding required disclosures. There was no change in our internal control over financial reporting
during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.  
 PART II  OTHER INFORMATION  Item 1. Legal Proceedings None.  Item 2.Unregistered Sales of Equity Securities and Use of Proceeds There have been no unregistered sales of equity securities during the period covered by this report.
As of the date of this report, we have not realized any proceeds from our initial public offering, the registration statement for
which was declared effective on the Commission on May 14, 2007.  Item 3. Defaults Upon Senior Securities None.  Item 4. Submission of Matters to a Vote of Security Holders None.  Item 5. Other Information None.  Item 6. Exhibits The following is an index of the exhibits appended to or incorporated by reference in this
report: Certificate of Incorporation1
     Exhibit 3.1By-Laws1
     Exhibit 3.2Form of Dealer Warrant1
     Exhibit 4.1Form of Unit Warrant1
     Exhibit 4.2Form of $.25 Convertible Note1
     Exhibit 4.3Form of $.50 Convertible Note1
     Exhibit 4.4Copy of John M. Pritchard Option Agreement1
     Exhibit 4.5Form of Stock Certificate
     Exhibit 4.6
  
 Copy of Crescent Valley North Lease1
     Exhibit 10.1Copy of Robinson Creek Lease1
     Exhibit 10.2Copy of Horse Creek Lease1
     Exhibit 10.3Copy of Founders Agreement1
     Exhibit 10.4Copy of Seed Investor Agreement1
     Exhibit 10.5Copy of Trevor Michael / 2120315 Ontario Inc. Consulting Agreement1
     Exhibit 10.6Copy of Amended and Restated Agreement with David "Dave" Mathewson1
     Exhibit 10.7Copy of David "Dave" Mathewson Employment Agreement1
     Exhibit 10.8Copy of John M. Pritchard Employment Agreement1
     Exhibit 10.9Copy of Brion Theriault Employment Agreement1
     Exhibit 10.10Form of Mathewson-Theriault Stock Assignment Agreement1
     Exhibit 10.11Copy of Share Purchase Agreement between Trevor Michael and Gordon Cooper1
     Exhibit 10.12Copy of Share Purchase Agreement between Trevor Michael and Jasbir Gill1
     Exhibit 10.13Copy of Escrow Agreement1
     Exhibit 10.14Rule 13a-14(a)/15d-14a(a) Certification of John Pritchard
     Exhibit 31.1Rule 13a-14(a)/15d-14a(a) Certification of Ernest Cleave
     Exhibit 31.2Section 1350 Certification
     Exhibit 32.1
 Note: 1These exhibits were previously filed by
Gold Run Inc. with the Commission accompanying Form SB-2 (SEC File No. 333-139412), including pre-effective amendments, and are
hereby incorporated by reference herein. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized. GOLD RUN INC.Date: May 21, 2007
     /s/ John M. PritchardJohn M. PritchardChief Executive OfficerDate: May 21, 2007
     /s/ Ernest CleaveErnest CleaveChief Financial Officer