EXHIBIT
      15.2
































**Amended**











**ATNA
      RESOURCES LTD.**





**CONSOLIDATED
      FINANCIAL STATEMENTS**





**December
      31, 2006 and 2005**


**(Expressed
      in Canadian dollars)**































































































**D
      E  V I S S E R  G R A Y  L L
      P**


**CHARTERED
      ACCOUNTANTS**





401
      - 905
      West Pender Street


Vancouver,
      BC Canada


V6C
      1L6





Tel:
      (604) 687-5447


Fax:
      (604) 687-6737


**AUDITORS'
      REPORT**





To
      the
      Shareholders of Atna Resources Ltd.





We
      have
      audited the consolidated balance sheets of Atna Resources Ltd. as at December
      31, 2006 and 2005 and the consolidated statements of operations and deficit
      and
      cash flows for each of the years in the three-year period ended December 31,
      2006.  These financial statements are the responsibility of the
      Company's management.  Our responsibility is to express an opinion on
      these financial statements based on our audits.





We
      conducted our audits in accordance with generally accepted auditing standards
      (“GAAS”) in Canada and the standards of the Public Company Accounting Oversight
      Board (United States) (“PCAOB”).  Those standards require that we plan
      and perform an audit to obtain reasonable assurance whether the financial
      statements are free of material misstatement.  An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements.  An audit also includes assessing the
      accounting principles used and significant estimates made by management, as
      well
      as evaluating the overall financial statement presentation.





In
      our
      opinion, these consolidated financial statements present fairly, in all material
      respects, the financial position of the Company as at December 31, 2006 and
      2005
      and the results of its operations and cash flows for each of the years in the
      three-year period ended December 31, 2006 in conformity with Canadian generally
      accepted accounting principles.





“DeVisser
      Gray LLP”





**CHARTERED
      ACCOUNTANTS**





Vancouver,
      British Columbia


March
      20,
      2007





i





**ATNA
                RESOURCES LTD.****CONSOLIDATED
                BALANCE SHEETS****December
                31**2006
            
            
            2005**ASSETS**CURRENT
                ASSETSCash
                and cash
                equivalents
            
            $
            3,534,772
            
            
            $
            10,201,409Temporary
                investments (Note
                2d)
            
            
            9,982,252
            
            
            
            5,623,470Marketable
                securities (Note
                3)
            
            
            459,000
            
            
            
            493,405Accounts
                receivable
            
            
            404,630
            
            
            
            99,418Prepaid
                expenses
            
            
            81,611
            
            
            
            59,96814,462,265
            
            
            
            16,477,670DEPOSITS
                FOR RECLAMATION (Note 4)
            
            
            63,369
            
            
            
            527,758MINERAL
                INTERESTS (Note 5)
            
            
            18,503,743
            
            
            
            16,652,809EQUIPMENT
                (Note 2(f))
            
            
            803,165
            
            
            
            87,964$
            33,832,542
            
            
            $
            33,746,201**LIABILITIES**CURRENT
                LIABILITIESAccounts
                payable and accrued
                liabilities
            
            $
            534,908
            
            
            $
            1,479,305ASSET
                RETIREMENT OBLIGATION (Note 4)
            
            
            247,000
            
            
            
            247,000781,908
            
            
            
            1,726,305**SHAREHOLDERS’
                EQUITY**SHARE
                CAPITAL (Note 6)
            
            
            60,839,308
            
            
            
            51,286,111SPECIAL
                WARRANTS (Note 7)
            
            
            -
            
            
            
            8,736,833CONTRIBUTED
                SURPLUS (Note 6(g))
            
            
            1,802,449
            
            
            
            860,566DEFICIT
            
            
            (29,591,123
            )
            
            
            (28,863,614
            )33,050,634
            
            
            
            32,019,896$
            33,832,542
            
            
            $
            33,746,201





NATURE
      OF
      OPERATIONS (Note 1)


COMMITMENTS
      (Note 11)


SUBSEQUENT
      EVENTS (Note 15)





ON
      BEHALF
      OF THE BOARD:





*“William
      J.
      Coulter”                                                      “David H.
      Watkins”*


William
      J. Coulter,
      Director                                                                           David
      H. Watkins, Director





*See
      accompanying notes to the financial statements*


1





**ATNA
                RESOURCES LTD.****CONSOLIDATED
                STATEMENTS OF OPERATIONS AND DEFICIT****For
                the Years Ended December 31**2006
            
            
            2005
            
            
            2004**EXPENSES**Stock-based
                compensation expense
                (Note 6(e))
            
            $
            1,018,572
            
            
            $
            148,866
            
            
            $
            94,770Wages
                and
                benefits
            
            
            435,490
            
            
            
            232,593
            
            
            
            202,546Investor
                relations
            
            
            294,959
            
            
            
            403,138
            
            
            
            363,859Exploration
                and business
                development
            
            
            249,904
            
            
            
            84,503
            
            
            
            208,268Legal
                and audit
            
            
            151,226
            
            
            
            132,157
            
            
            
            40,169Office
                and
                miscellaneous
            
            
            140,588
            
            
            
            178,123
            
            
            
            49,316Amortization
            
            
            119,534
            
            
            
            26,343
            
            
            
            7,929Rent
                and services
            
            
            68,632
            
            
            
            74,900
            
            
            
            80,661Listing
                and transfer agent
                fees
            
            
            62,883
            
            
            
            45,241
            
            
            
            42,086Consultants
                fees
            
            
            50,825
            
            
            
            193,781
            
            
            
            5,459Insurance
            
            
            49,741
            
            
            
            18,109
            
            
            
            1,956(2,642,354
            )
            
            
            (1,537,754
            )
            
            
            (1,097,019
            )**OTHER
                INCOME (EXPENSES)**Investment
                and miscellaneous
                income
            
            
            543,053
            
            
            
            386,406
            
            
            
            119,315Foreign
                exchange gain
                (loss)
            
            
            (4,057
            )
            
            
            39,395
            
            
            
            (7,306
            )Loss
                on disposal of
                equipment
            
            
            -
            
            
            
            (1,207
            )
            
            
            (2,206
            )Gain
                on sale of marketable
                securities
            
            
            1,684,206
            
            
            
            411,877
            
            
            
            45,858Write
                down of marketable
                securities
            
            
            (1,000
            )
            
            
            (233,244
            )
            
            
            -Gain
                (loss) on sale of resource
                properties
            
            
            -
            
            
            
            -
            
            
            
            (1,659,561
            )Gain
                on sale of
                subsidiary
            
            
            -
            
            
            
            46,500
            
            
            
            -Reserve
                against asset
                sale
            
            
            (185,000
            )
            
            
            -
            
            
            
            -Resource
                properties written-down
                (Note 5)
            
            
            (122,357
            )
            
            
            (315,809
            )
            
            
            (1,881,155
            )VAT
                receivables
                written-off
            
            
            -
            
            
            
            -
            
            
            
            (40,537
            )**LOSS
                FOR THE YEAR**
            
            
            (727,509
            )
            
            
            (1,203,836
            )
            
            
            (4,522,611
            )**DEFICIT,
                BEGINNING OF YEAR**
            
            
            (28,863,614
            )
            
            
            (27,659,778
            )
            
            
            (23,137,167
            )**DEFICIT,
                END OF YEAR**
            
            $
            (29,591,123
            )
            
            $
            (28,863,614
            )
            
            $
            (27,659,778
            )**BASIC
                AND DILUTED LOSS PER SHARE**
            
            $
            (0.01
            )
            
            $
            (0.03
            )
            
            $
            (0.14
            )**WEIGHTED
                AVERAGE NUMBER OF SHARES OUTSTANDING**
            
            
            63,112,895
            
            
            
            44,785,582
            
            
            
            31,156,922





*See
      accompanying notes to the financial statements*


2





**ATNA
                RESOURCES LTD.****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****For
                the Years Ended December 31**2006
            
            
            2005
            
            
            2004**CASH
                PROVIDED BY (USED FOR):****OPERATING
                ACTIVITIES**Loss
                for the
                year
            
            $
            (727,509
            )
            
            $
            (1,203,836
            )
            
            $
            (4,522,611
            )Less:
                non-cash
                itemsAmortization
            
            
            119,534
            
            
            
            26,343
            
            
            
            7,929Loss
                on disposition of
                asset
            
            
            -
            
            
            
            1,207
            
            
            
            2,206Temporary
                investment
                income
            
            
            (331,604
            )
            
            
            -
            
            
            
            -Marketable
                securities
                written-down
            
            
            1,000
            
            
            
            233,244
            
            
            
            -Net
                gain on sales of marketable
                securities
            
            
            (1,684,206
            )
            
            
            (411,877
            )
            
            
            (45,858
            )Loss
                on sales of resource
                properties
            
            
            -
            
            
            
            -
            
            
            
            1,659,561Reserve
                against asset
                sale
            
            
            185,000
            
            
            
            -
            
            
            
            -Resource
                properties
                written-down
            
            
            122,357
            
            
            
            315,809
            
            
            
            1,881,155Stock-based
                compensation
                expense
            
            
            1,018,572
            
            
            
            148,866
            
            
            
            94,770(1,296,856
            )
            
            
            (890,244
            )
            
            
            (922,848
            )Net
                change in non-cash working
                capital itemsTemporary
                investments
            
            
            -
            
            
            
            (1,968,706
            )
            
            
            (3,654,764
            )Accounts
                receivable
            
            
            (305,212
            )
            
            
            (80,221
            )
            
            
            (7,022
            )Accounts
                payable
            
            
            (182,173
            )
            
            
            (439,107
            )
            
            
            605,971Prepaid
                expenses
            
            
            (21,643
            )
            
            
            (37,254
            )
            
            
            (14,721
            )(1,805,884
            )
            
            
            (3,415,532
            )
            
            
            (3,993,384
            )**FINANCING
                ACTIVITIES**Shares
                issued for cash, net of
                issue costs
            
            
            739,674
            
            
            
            10,550,526
            
            
            
            4,216,718Special
                warrants issued for
                cash, net of issue costs
            
            
            -
            
            
            
            9,237,364
            
            
            
            -739,674
            
            
            
            19,787,890
            
            
            
            4,216,718**INVESTING
                ACTIVITIES**Acquisition
                of resource
                properties
            
            
            (12,647
            )
            
            
            (235,139
            )
            
            
            (618,513
            )Exploration
                and
                development
            
            
            (4,593,668
            )
            
            
            (10,934,512
            )
            
            
            (2,815,617
            )Option
                payments
            
            
            128,172
            
            
            
            190,850
            
            
            
            152,427Exploration
                recoveries and
                operating fees
            
            
            602,541
            
            
            
            77,314
            
            
            
            207,747Net
                purchases of
                equipment
            
            
            (7,648
            )
            
            
            (59,722
            )
            
            
            (55,444
            )Purchase
                of marketable
                securities
            
            
            (1,600,000
            )
            
            
            -
            
            
            
            -Proceeds
                from disposal of
                marketable securities
            
            
            3,445,612
            
            
            
            2,368,377
            
            
            
            163,950Proceeds
                from sales of resource
                properties
            
            
            -
            
            
            
            -
            
            
            
            2,000,000Purchase
                of temporary
                investments
            
            
            (3,562,789
            )Reclamation
                bond
            
            
            -
            
            
            
            (520,808
            )
            
            
            (6,950
            )(5,600,427
            )
            
            
            (9,113,640
            )
            
            
            (972,400
            )**INCREASE
                (DECREASE) IN CASH AND CASH EQUIVALENTS
                ANDEQUIVALENTS**
            
            
            (6,666,637
            )
            
            
            7,258,718
            
            
            
            (749,066
            )**CASH
                AND CASH EQUIVALENTS, BEGINNING OF YEAR**
            
            
            10,201,409
            
            
            
            2,942,691
            
            
            
            3,691,757**CASH
                AND CASH EQUIVALENTS, END OF YEAR**
            
            $
            3,534,772
            
            
            $
            10,201,409
            
            
            $
            2,942,691





Supplemental
      disclosure with respect to cash flows (Note 8)







*See
      accompanying notes to the financial statements*


3


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006





**1.           NATURE
      OF OPERATIONS**





The
      Company is incorporated in British Columbia and is involved in the acquisition
      of resource properties that are considered sites of potential economic
      mineralization, and is currently engaged in the exploration of these
      properties.  Certain of the Company’s properties contain defined
      mineral resources that cannot be considered economic until a commercial
      feasibility study is carried out.  The ability of the Company to
      realize the costs it has incurred to date on these properties is dependent
      upon
      it being able to develop a commercial ore body, to finance the required
      exploration and development costs and to acquire environmental, regulatory,
      and
      other such permits as may be required for the successful development of the
      property.





**2.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**





**(a)**
            **Basis
                of Presentation**





These
      consolidated financial statements include the accounts of the Company and its
      wholly-owned subsidiaries: Atna Resources Inc., incorporated in the State of
      Nevada, U.S.A.; Minera Atna Chile Limitada, incorporated in Chile; and Atna
      Cayman Ltd., incorporated in Cayman Islands.  Atna Cayman Ltd. was
      wound up during 2004 and Minera Atna Chile was sold during 2005.  The
      financial statements are prepared in accordance with Canadian generally accepted
      accounting principles (“GAAP”), which differ from U.S. GAAP as described in Note
      13.





**(b)       Use
      of Estimates**





The
      preparation of financial statements in conformity with Canadian 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
      reporting period.  Significant areas requiring the use of management
      estimates relate to the determination of environmental and site reclamation
      obligations, impairment of property and equipment and rates for
      amortization.  Actual results could differ from those
      estimates.





**(c)       
      Fair value of financial instruments**





**(i)           Fair
      value**





The
      carrying values of cash and cash equivalents, investments, amounts receivable,
      and accounts payable and accrued liabilities approximate their fair values
      due
      to the short terms to maturity of the instruments.





**(ii)           Interest
      rate risk**





The
      Company is not exposed to significant interest rate risk due to the short-term
      maturity of its monetary current assets and current liabilities.





**(iii)           Credit
      risk**





The
      Company is not exposed to significant credit risk on its financial assets due
      to
      cash, cash equivalents and investments being placed with major financial
      institutions and amounts receivable due from government agencies.





4


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006





**2.**           **SIGNIFICANT
      ACCOUNTING POLICIES**(Continued)





**(c)**       **Fair
      value of financial instruments**(Continued)





**(iv)           Currency
      risk**





The
      Company is exposed to foreign currency fluctuations to the extent certain
      expenditures incurred are not denominated in Canadian dollars.  As at
      December 31, 2006, cash included approximately $162,749 (2005 - $627,125)
      denominated in US Dollars.





**(d)       Cash
      and Investments**





Cash
      equivalents consist of temporary investments in commercial paper and money
      market deposits that are highly liquid and readily convertible to known amounts
      of cash.  All cash equivalents are carried at their current market
      values, with any adjustments from cost recorded with interest
      income.  Cash equivalents are inclusive of accrued interest amounts on
      securities that bear coupon interest, as receipt of these amounts is also
      considered to be certain and measurable. Temporary investments are represented
      by holdings of trust units of pooled income and equity funds that are readily
      convertible to cash and are carried at the lower of cost or current market
      value.





**(e)       Mineral
      Properties**





The
      Company capitalizes all costs related to investments in mineral property
      interests on a property-by-property basis.  Such costs include mineral
      property acquisition costs and exploration and development expenditures, net
      of
      any recoveries.  Costs are deferred until the extent of mineralization
      has been determined and economic feasibility can be established, and then
      depleted on a systematic and rational basis if the property achieves commercial
      production, or written off if the property is proven to be uneconomic,
      management elects to cease exploration work or if the Company’s rights to
      acquire the applicable mineral claims are allowed to lapse or are
      abandoned.  The amounts shown for acquisition costs and deferred
      exploration expenditures represent costs incurred to date and do not necessarily
      reflect present or future values.





All
      deferred mineral property expenditures are reviewed, on a property-by-property
      basis, to consider whether there are any conditions that may indicate
      impairment.  When the carrying value of a property exceeds its net
      recoverable amount that may be estimated by quantifiable evidence of an economic
      geological resource or reserve, or the Company’s assessment of its ability to
      sell the property for an amount exceeding the deferred costs, provision is
      made
      for the impairment in value.





From
      time
      to time, the Company may acquire or dispose of a mineral property interest
      pursuant to the terms of an option agreement.  As such options are
      typically exercisable entirely at the discretion of the optionee, the amounts
      payable or receivable are recorded as property costs or recoveries when the
      payments are made or received.  The Company may also periodically
      receive grants or assistance pursuant to various Canadian government
      programs.  These amounts are recorded as recoveries against the
      capitalized cost of the property or properties to which they
      relate.  When the amount of recoveries exceeds the total amount of
      capitalized costs of the property, the amount in excess of costs is credited
      to
      income.


5


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**2.**           **SIGNIFICANT
      ACCOUNTING POLICIES**(Continued)





**(f)**
            **Equipment**





December
                31, 2006
            
            
            
            December
                31, 2005Accum
            
            Net
                Book
            
            
            
            Accum
            
            Net
                BookCost
            
            Amortization
            
            Value
            
            Cost
            
            Amortization
            
            ValueBuilding
            $
            790,771
            $
            77,821
            $
            712,950
            $
            -
            $
            -
            $
            -Office
                furniture, equipment
            
            31,973
            
            26,095
            
            5,878
            
            31,973
            
            24,647
            
            7,326Field
                equipment
            
            32,588
            
            27,370
            
            5,218
            
            32,588
            
            26,078
            
            6,510Computer
                equipment.
            
            136,228
            
            61,336
            
            74,892
            
            97,610
            
            37,044
            
            60,566Vehicles
            
            46,256
            
            42,029
            
            4,227
            
            40,912
            
            27,350
            
            13,562$
            1,037,816
            $
            234,651
            $
            803,165
            $
            203,083
            $
            115,119
            $
            87,964





Equipment
      is recorded at cost and amortized over its estimated useful economic life on
      a
      declining balance basis at annual rates of 30% and 20%, respectively, for
      computer and office equipment; on a straight-line basis over three years for
      exploration equipment.  The Company has constructed and office and
      administration building on the Pinson property that is subject to the terms
      of
      the exploration agreement as set out in Note 5(a)(i) and is recorded at cost
      with amortization on a straight-line basis over ten years.





**(g)**
            **Asset
                Retirement Obligations**





The
      Company follows the recommendations of the Canadian Institute of Chartered
      Accountants in accounting for asset retirement obligations. The standard
      requires that the fair value of a liability for an asset retirement obligation
      be recognized in the period in which it is incurred or acquired. Also, when
      a
      liability is initially recorded, a corresponding increase to the carrying amount
      of the related asset is recorded. The liability is increased over time
      (accreted) by the discount factor that was applied in the initial measurement
      of
      fair value and the asset is amortized over the estimated life of the related
      asset. The amount of the liability will be subject to re-measurement at each
      reporting period.





**(h)       Impairment
      of Long-Lived Assets**





Long-lived
      assets are assessed for impairment when events and circumstances
      warrant.  The carrying value of a long-lived asset is impaired when
      the carrying amount exceeds the estimated undiscounted net cash flow from use
      and fair value.  In that event, the amount by which the carrying value
      of an impaired long-lived asset exceeds its fair value is charged to
      earnings.





**(i)       Stock-Based
      Compensation**





The
      Company accounts for stock-based compensation expenses using the fair value
      based method with respect to all stock-based payments to directors, employees
      and non-employees, including awards that are direct awards of stock and call
      for
      settlement in cash or other assets, or stock appreciation rights that call
      for
      settlement by the issuance of equity instruments.  Under this
      standard, stock-based payments are recorded as an expense over the vesting
      period or when the awards or rights are granted, with a corresponding increase
      to contributed surplus under shareholders’ equity.  When stock options
      are exercised, the corresponding fair value is transferred from contributed
      surplus to capital stock.


6


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**2.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**(Continued)





**(j)       Income
      Taxes**





The
      Company accounts for potential future tax assets and liabilities by recognizing
      the future tax consequences attributable to differences between the financial
      statement carrying amounts of existing assets and liabilities and their
      respective tax bases.  Future tax assets and liabilities are measured
      using the tax rates that are expected to apply to taxable income in the years
      in
      which those temporary differences are expected to be settled.  The
      effect on future tax assets and liabilities of a change in tax rates is
      recognized as income in the period that includes the date of the
      change.  When the future realization of income tax assets does not
      meet the test of being more likely than not to occur, a valuation allowance
      in
      the amount of the potential future benefit is taken and no net future tax asset
      is recognized.  Such an allowance currently applies fully to all of
      the Company’s potential income tax assets.





**(k)       Foreign
      Currency Translation**





The
      Company translates its foreign operations on the following basis: monetary
      assets and liabilities are translated at the rate of exchange in effect as
      at
      the balance sheet date and non-monetary assets and liabilities are translated
      at
      their applicable historical rates.  Revenues and expenses are
      translated at the average rates prevailing for the year, except for amortization
      that is translated at the historical rates associated with the assets being
      amortized.





Foreign
      exchange gains and losses from the translation of foreign operations are
      recognized in the current period.





**(l)       Share
      Capital**





Common
      shares issued for non-monetary consideration are recorded at their fair market
      value, based either upon the trading price of the Company’s shares on the
      Toronto Stock Exchange (“TSX”) on the date of the agreement to issue the shares
      or the average closing price of the last ten trading days of the Company’s
      shares on the TSX prior to the date of issue. Costs incurred to issue common
      shares are deducted from share capital.





**(m)           Loss
      Per Share**





Basic
      loss per share is calculated based on the weighted average number of common
      shares outstanding during the period.  The Company uses the treasury
      stock method for calculating diluted earnings per share.  However,
      diluted loss per share has not been presented as the potential exercise of
      options and warrants outstanding would have the effect of reducing the loss
      per
      share.  Therefore, basic and diluted loss per share is the
      same.








**3.           MARKETABLE
      SECURITIES**





Marketable
      securities are carried at the lower of cost or quoted market
      value.  When market value is below cost any unrealized loss is charged
      to income.





During
      the year, marketable securities were written down by $1,000 (2005 – $233,244) to
      a carrying value of $459,000 (2005 - $493,405).  The quoted market
      value of marketable securities at December 31, 2006 is $729,666 (2005 -
      $572,280).











7


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**4.**
            **DEPOSITS
                FOR RECLAMATION**





The
      Company has posted environmental reclamation bonds in the amount of $5,300
      (US$6,950) (2005 - Cdn$527,758) with the Division of Environmental Protection,
      State of Nevada and the United States Department of the Interior to cover the
      estimated closure and reclamation costs of the Pinson Property and the Jarbidge
      Property.





The
      Company has posted environmental reclamation bonds in the amount of $56,419
      (US$50,600) with the United States Department of Agriculture, Forest Service
      to
      cover reclamation costs on the Jarbidge Properties in Nevada





At
      December 31, 2006 the Company has recorded $247,000 as an estimated asset
      retirement obligation relating to the current amount of reclamation required
      based on exploration and development conducted to date at the Pinson
      Property.





**5.           MINERAL
      PROPERTIES**





At
                December 31, 2006 and 2005, the Company incurred expenditures on
                its
                mineral properties as follows:





Pinson
            
            
            Jarbidge
            
            
            Beowawe
            
            
            Clover
            
            
            US
            
            
            
            
            
            Canada/NV
            
            
            NV
            
            
            NV
            
            
            NV
            
            
            Other
            
            
            Chile
            
            
            Yukon
            
            
            TotalBalance
                atDecember
                31, 2005
            
            $
            14,330,403
            
            
            $
            721,875
            
            
            $
            238,537
            
            
            $
            73,972
            
            
            $
            730,687
            
            
            $
            47,476
            
            
            $
            509,859
            
            
            $
            16,652,809Additions
                during the period:Acquisition
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            12,647
            
            
            
            -
            
            
            
            -
            
            
            
            12,647Professional
                Fees and Wages
            
            
            -
            
            
            
            2,526
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,526Property
                and Development
            
            
            116,442
            
            
            
            106,429
            
            
            
            129,985
            
            
            
            18,432
            
            
            
            32,429
            
            
            
            -
            
            
            
            7,610
            
            
            
            411,327Drilling
            
            
            -
            
            
            
            295,257
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            295,257Permitting
            
            
            5,917
            
            
            
            16,149
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            22,066Geology
            
            
            4,025
            
            
            
            271,515
            
            
            
            1,475
            
            
            
            9,615
            
            
            
            71,563
            
            
            
            80
            
            
            
            30
            
            
            
            358,303Geochemistry
            
            
            -
            
            
            
            9,828
            
            
            
            -
            
            
            
            -
            
            
            
            6,332
            
            
            
            -
            
            
            
            -
            
            
            
            16,160Geophysics
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            37,100
            
            
            
            -
            
            
            
            -
            
            
            
            37,100Environment
            
            
            -
            
            
            
            12,122
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            12,122Reserve
                Definition
            
            
            232,600
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            232,600Drilling
                Support
            
            
            535,939
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            535,939Surface
                Drilling
            
            
            449,674
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            449,674Surface
                Infrastructure
            
            
            113,475
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            113,475Production
                Setup
            
            
            310,297
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            310,297Dewatering
            
            
            61,066
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            61,066Travel
                and transportation
            
            
            -
            
            
            
            2,245
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,245Field
                Office
            
            
            -
            
            
            
            37,466
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            37,466Admin/Indirect
                Costs
            
            
            748,820
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            748,8202,578,255
            
            
            
            753,537
            
            
            
            131,460
            
            
            
            28,047
            
            
            
            147,424
            
            
            
            80
            
            
            
            7,640
            
            
            
            3,646,443Additions
                during period
            
            
            2,578,255
            
            
            
            753,537
            
            
            
            131,460
            
            
            
            28,047
            
            
            
            160,071
            
            
            
            80
            
            
            
            7,640
            
            
            
            3,659,090Cost
                Recoveries
            
            
            (999,640
            )
            
            
            -
            
            
            
            (351,635
            )
            
            
            (67,866
            )
            
            
            (10,085
            )
            
            
            -
            
            
            
            (402
            )
            
            
            (1,429,628
            )Option
                Payments
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (28,171
            )
            
            
            (228,000
            )
            
            
            (256,171
            )Write-downs
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (136,015
            )
            
            
            -
            
            
            
            13,658
            
            
            
            (122,357
            )Balance
                atDecember
                31, 2006
            
            
            15,909,018
            
            
            
            1,475,412
            
            
            
            18,362
            
            
            
            34,153
            
            
            
            744,658
            
            
            
            19,385
            
            
            
            302,755
            
            
            
            18,503,743





8


ATNA
        RESOURCES LTD.
 NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS
 For
        the Years Ended December 31, 2006 and 2006





**5.**
            **MINERAL
                PROPERTIES**(Continued)





Pinson
            
            
            Jarbidge
            
            
            Beowawe
            
            
            Clover
            
            
            US
            
            
            
            
            
            Canada/NV
            
            
            NV
            
            
            NV
            
            
            NV
            
            
            Other
            
            
            Chile
            
            
            Yukon
            
            
            TotalBalance
                atDecember
                31, 2004
            
            $
            2,366,046
            
            
            $
            596,183
            
            
            $
            242,605
            
            
            $
            53,207
            
            
            $
            718,524
            
            
            $
            123,704
            
            
            $
            1,034,625
            
            
            $
            5,134,894Additions
                during the period:Acquisition
            
            
            20,485
            
            
            
            12,085
            
            
            
            87,013
            
            
            
            60,425
            
            
            
            51,650
            
            
            
            -
            
            
            
            3,481
            
            
            
            235,139Exploration
                and development:Professional
                Fees and Wages
            
            
            -
            
            
            
            26,778
            
            
            
            1,825
            
            
            
            3,299
            
            
            
            429
            
            
            
            -
            
            
            
            -
            
            
            
            32,331Property
                and Development
            
            
            10,637
            
            
            
            43,449
            
            
            
            17,711
            
            
            
            17,269
            
            
            
            15,205
            
            
            
            -
            
            
            
            -
            
            
            
            104,271Drilling
            
            
            487,790
            
            
            
            -
            
            
            
            1,450
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            489,240Geology
            
            
            140,568
            
            
            
            18,316
            
            
            
            6,934
            
            
            
            15,498
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            181,316Environment
            
            
            -
            
            
            
            203
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            203Permitting
            
            
            24,945
            
            
            
            16,238
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            41,183Field
                Office
            
            
            -
            
            
            
            8,623
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            8,623Travel
                and Transportation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,316
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,316Engineering
            
            
            134,887
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            134,887Geochemistry
            
            
            28
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            28Resource
                Estimation
            
            
            23,730
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            23,730Reserve
                Definition
            
            
            2,617,696
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,617,696Drilling
                Support
            
            
            413,089
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            413,089Surface
                Drilling
            
            
            1,713,150
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,713,150Surface
                Infrastructure
            
            
            1,557,929
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,557,929Underground
                Infrastructure
            
            
            3,589
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,589Production
                Setup
            
            
            956,985
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            956,985Test
                Mining
            
            
            433,598
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            433,598Dewatering
            
            
            1,245,649
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,245,649Admin/Indirect
                Costs
            
            
            1,922,923
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,922,923Depreciation
            
            
            9,679
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            9,67911,696,872
            
            
            
            113,607
            
            
            
            27,920
            
            
            
            37,382
            
            
            
            15,634
            
            
            
            -
            
            
            
            -
            
            
            
            11,891,415Additions
                during period
            
            
            11,717,357
            
            
            
            125,692
            
            
            
            114,933
            
            
            
            97,807
            
            
            
            67,284
            
            
            
            -
            
            
            
            3,481
            
            
            
            12,126,554Asset
                retirement obligation
            
            
            247,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            247,000Cost
                Recoveries
            
            
            -
            
            
            
            -
            
            
            
            (50,576
            )
            
            
            (16,617
            )
            
            
            (10,121
            )
            
            
            -
            
            
            
            -
            
            
            
            (77,314
            )Option
                Payments
            
            
            -
            
            
            
            -
            
            
            
            (68,425
            )
            
            
            (60,425
            )
            
            
            (45,000
            )
            
            
            -
            
            
            
            (288,666
            )
            
            
            (462,516
            )Write-Offs
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (76,228
            )
            
            
            (239,581
            )
            
            
            (315,809
            )Balance
                atDecember
                31, 2005
            
            $
            14,330,403
            
            
            $
            721,875
            
            
            $
            238,537
            
            
            $
            73,972
            
            
            $
            730,687
            
            
            $
            47,476
            
            
            $
            509,859
            
            
            $
            16,652,809





9


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**5.**           **MINERAL
      PROPERTIES**(Continued)





**(a)           United
      States**





**(i)       Pinson
      Property, Nevada**





The
      Company entered into an Exploration Agreement (“the agreement”), effective
      August 12, 2004, with Pinson Mining Company (“PMC”), a controlled subsidiary of
      Barrick Gold Corporation.  Pursuant to the terms of the agreement, the
      Company completed obligations to earn a 70% interest in the Pinson Mine
      Property, Humboldt County, Nevada, and provided notice of its earn-in to PMC
      in
      January 2006.





The
      Company’s earn-in triggered an election by PMC to back-in to the project by
      spending an additional US$30 million to advance exploration and development
      of
      the project over a 3-year period.  PMC notified the company that it
      would elect to earn back into the property on April 6th,
      2006.  Completion of qualifying expenditures by PMC, on or before
      April 5th, 2009
      would result in the formation of a 70:30 joint venture with PMC holding a 70%
      interest.  If PMC fails to make US$30 million of qualifying
      expenditures within 3 years the Company will retain a 70% interest in the
      project and again become operator.





The
      property is subject to net smelter return (“NSR”) royalties varying from 3.5% to
      7.5% on various claim groups within the property.





**(ii)           Jarbidge
      Properties, Nevada**





By
      an
      agreement dated December 5, 2003 the Company obtained an option to acquire
      a
      100% interest in the 127 Jarbidge claims located in Elko County, Nevada by
      paying a total of US$600,000 (US$35,000 paid) to the optionor by December 5,
      2009 and incurring aggregate exploration expenditures of US$300,000 in stages
      by
      December 5, 2006.  The property is subject to NSR royalties ranging
      from 1.5-2.5%.





On
      December 15, 2004, the Company signed a separate lease agreement and option
      to
      acquire 10 unpatented mining claims, subject to a 2.5% production royalty,
      adjacent to the Jarbidge claims.  The Company must make lease payments
      totalling US$19,800 in stages to December 14, 2007 (US $4,200 paid) and annual
      payments of US$9,000 each year thereafter.  The Company may purchase
      the property and the production royalty at any time for US$375,000.





In
      an
      agreement dated February 4, 2005, the Company obtained a mining lease with
      an
      option for the partial purchase of a royalty on eight (8) patented mining claims
      adjacent to the main Jarbidge claim group, subject to a 5% production
      royalty.  Fifty percent (50%) of the production royalty may be
      purchased for US$2 million.  The lease requires annual payments to the
      lessor by the Company totalling US$117,500 over the first eight (8) years of
      the
      agreement (an initial


payment
      of US$5,000 was paid upon signing on February 4, 2005 and US$5,000 was paid
      during 2005).  Thereafter, an annual minimum royalty of US$25,000 is
      payable on or before the anniversary date of the agreement.





In
      an
      agreement dated February 4, 2005, the Company obtained an option to acquire
      a
      100% interest in six unpatented federal lode claims adjacent to the main
      Jarbidge claim group, subject to a 1.5% to 3.0% production royalty which varies
      with the price of gold sold.   To exercise the option, the
      Company will pay to the Optionor an aggregate of US$19,500 during the first
      four
      years of the agreement (US $1,500 was paid upon signing on February 4,
      2005).  Thereafter, an annual advance royalty payment of US$6,000 is
      due on or before the anniversary date of the agreement until a total of
      US$500,000 is received by the owner.


10


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**5.**           **MINERAL
      PROPERTIES**(Continued)





**(iii)         Beowawe
      Properties, Nevada**





During
      2002, the Company obtained an option to acquire a 100% interest, subject to
      a 3%
      royalty on gold revenue less US$15 per realized ounce, in the 95 Beowawe lode
      claims located at the north end of the Carlin Gold District in
      Nevada.  To exercise the option, the Company has to pay to the
      optionor an aggregate of US$80,000 (paid) in cash, allot and issue to the
      optionor up to 150,000 common shares in three separate tranches of 50,000 shares
      each (100,000 shares issued), and carry out a combined minimum 20,000 feet
      of
      exploratory drilling (7,140 feet drilled) on the Golden Cloud and/or Beowawe
      properties prior to November 6, 2005.  In consideration of a payment
      of US$50,000, the remaining required drilling has been reduced to 6,000 feet
      on
      or before November 6, 2006.  Following exercise of the option, the
      Company will have to make annual advance royalty payments of US$50,000 and
      US$75,000, respectively, for the first two years and US$100,000 each subsequent
      year until the commencement of commercial production.  A finder’s fee
      is payable to a third party, equal to 5% of the first US$500,000 expenditures
      and payments made by the Company during the first two years of the agreement,
      and 3% of all expenditures and payments that are in excess of US$500,000 during
      the first two years of the agreement.  The finder’s fee is capped at
      US$500,000.





In
      an
      agreement dated March 26, 2003, the Company obtained an option to acquire a
      100%
      interest in 40 acres of fee land adjacent to the main Beowawe claim group,
      subject to a 3% royalty on gold revenue which can be purchased for US$250,000
      or
      700 ounces of gold, whichever is greater, per percentage point. To exercise
      the
      option, the Company has to pay to the Optionor an aggregate of US$42,500
      (US$42,500 paid) in cash prior to December 1, 2006 and an annual minimum royalty
      of US$5,000 thereafter.





In
      a
      separate agreement dated June 5, 2003, the Company obtained an exclusive lease
      and option to acquire a 100% interest in an additional 40 acres of fee land
      adjacent to the main Beowawe claim group, subject to a 1% NSR
      royalty.  The lease agreement requires the Company to pay advance
      royalties of US$500 (paid) on signing the agreement, US$1,000 (paid) prior
      to
      June 2004 and US$2,000 each subsequent year until the commencement of commercial
      production.  The Company has the right to buy a 100% interest in the
      property, including surface and mineral rights, at any time for
      US$250,000.





Pursuant
      to an agreement dated September 21, 2005, the Company granted an option to
      Apolo
      Gold and Energy Inc. (“Apolo”) to acquire a 55% interest in the property by
      completing the following:





-
            Issuance
                to the Company of 100,000 common shares of Apolo on execution of
                the
                agreement (received);


-
            Issuance
                to the Company of 50,000 common shares or payment of US$50,000 of
                Apolo on
                the first anniversary of the agreement (US$50,000
                received);


-
            Incurring
                exploration expenditures on the property of US$1,700,000 over a four
                year
                period.





On
                February 16, 2007, the Company terminated its September 21, 2005
                agreement
                with Apolo Gold and Energy Inc. as a result of a default of its
                obligations under the agreement.  Through the execution of a
                Quitclaim and Release, Apolo has relinquished any and all rights
                to the
                property in favour of the Company.





11


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**5.**           **MINERAL
      PROPERTIES**(Continued)





**(iv)**          **Clover
      Property, Nevada**





In
      an
      agreement dated March 11, 2003, the Company obtained an option to acquire a
      100%
      interest in 22 claims known as the Clover property, subject to a 3% NSR royalty,
      which can be purchased for US$1,000,000 per percentage point.  Terms
      of the agreement include cumulative total payments to the vendor of US$305,000
      (US$80,000 paid) prior to March 11, 2010. The Clover property is subject to
      a
      Finder’s Agreement dated February 10, 2003, amended April 22, 2003, whereby the
      Company agreed to pay a finder’s fee of US$5,000 (paid) upon execution of the
      acquisition agreement, and US$10,000 (paid) and US$20,000, respectively, for
      the
      first two years after the agreement and US$30,000 on each subsequent anniversary
      until the commencement of commercial production (US$20,000 paid).  The
      Finder’s fee is capped at a maximum of US$500,000.





The
      Company granted certain options on the Clover property and received US$50,000
      in
      option payments; these options were terminated subsequent to the year
      end.





On
      June
      19, 2006, the Company signed a Letter of Intent with Meridian Gold Incorporated
      (“Meridian”) whereby Meridian can earn a 51% working interest in the Clover
      property by making a cash payment of US$135,000 (US$60,000 paid) and exploration
      expenditures of US$300,000 in the first year; and paying an additional
      US$500,000 and incurring exploration expenditures of US$3,000,000 over a three
      year period.  Meridian can earn an additional 19% working interest by
      completing a prefeasibility study on the property.





**(b)           United
      States -Other**





**(i)       Triple
      Junction and Dixie Fork Properties, Nevada**





The
      Company acquired a 100% interest, subject to a 3% NSR royalty (uncapped), in
      the
      36 ‘Triple Junction’ lode claims and the 31 ‘Dixie Fork’ lode claims located in
      Elko county, Nevada, by paying US$35,000 in cash and issuing 100,000 common
      shares.





In
      an
      agreement dated September 7, 2004, the Company granted an option to Sage Gold
      Inc. (“Sage”) to earn up to a 70% interest in the Company’s Triple
      Junction/Dixie Fork gold project.  Sage may earn a 55% interest in the
      properties by drilling 10,000 feet before November 2007, and may then elect
      to
      form a joint venture with the Company, or to increase its interest to 70% before
      forming a joint venture, by funding and completing a bankable feasibility
      study.








**(ii)          Searchlight
      Property, Nevada**





In
      an
      agreement dated January 17, 2004, the Company purchased a 100% interest on
      the
      Searchlight property by the issuance of 30,000 common shares.





**(iii)          Lone
      Pine Property, Arizona**





The
      Company purchased a 100% interest in the three patented claims, subject to
      a 2%
      NSR royalty granted as a finder’s fee (capped at US$2,000,000) by making a cash
      payment of US$100,000.


12


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**5.**           **MINERAL
      PROPERTIES**(Continued)





**(c**)           **Chile**





**(i)         Celeste
      Property**





The
      Company holds a 100% interest in the Celeste property, subject to a 2% NSR
      royalty.  A land-use fee of US$50 per hectare of surface, payable if
      the land is used for waste dump, fill leaching or ancillary mining facilities,
      also applies.





A
      draft
      lease agreement is in place between the Company and Compania Cielo Azul Limitada
      (“CCAL”) whereby CCLA may lease the property for a period of twenty years by
      making the following lease payments to the Company: US$10,000 upon execution
      of
      an agreement (received); US$10,000 on the first anniversary of the agreement;
      US$25,000 on the second anniversary of the agreement; and US$50,000 on the
      third
      anniversary of the agreement and on all subsequent anniversary dates
      thereafter.  The property will be subject to a 2.5% NSR
      royalty.





**(ii)         Cachinal
      Property**





The
      Company entered into an option agreement with Valencia Ventures (“Valencia”)
      wherein Valencia may earn up to 70% interest in the Company’s Cachinal de la
      Sierra property in Chile by making cash payments totaling CDN$95,000 (CDN$20,000
      received) and spending CDN$1,500,000 within three years.  During the
      year ended December 31, 2005, the property was written down to a nominal
      value.





**(d)         Canada**





**(i)          Wolverine
      Property, Yukon**





The
      Company had a 40% joint venture interest in the Wolverine property with Yukon
      Zinc Corporation (“YZC”) (formerly Expatriate Resources Ltd.) as the property
      operator and owner of the remaining 60% interest.





During
      the year ended December 31, 2004 the Company sold its interest to YZC for
      $2,000,000 cash and 10,000,000 units of YZC valued at
      $2,271,000.  Each unit consisted of one common share and one half of a
      share purchase warrant; each whole warrant is exercisable to purchase one common
      share of YZC for a price of $0.32 for two years.  The disposition
      resulted in a loss of $1,659,561; however, the Company retains an NSR royalty
      of
      up to 10% indexed to the price of silver.





The
      Company has currently accrued an additional liability of $185,000 to reflect
      an
      increase in the estimate of a residual obligation relating to the proceeds
      of
      sale of the Wolverine property in 2004.  At December 31, 2006, the
      aggregate obligation in respect to this amount is $485,000 and is included
      in
      accounts payable and accrued liabilities.





**(ii)          Wolf
      Property, Yukon**





The
      Company holds a 65.6% interest in 18 mineral claims; due to a lack of recent
      exploration work conducted on the claims, at December 31, 2004, the Company
      wrote its interest in the Wolf property down to a nominal amount.





13


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**5.**           **MINERAL
      PROPERTIES**(Continued)





**(d)**         **Canada**(Continued)





**(iii)          Marg
      Property, Yukon**





The
      Company purchased a 2/3 joint venture interest in the Marg property by making
      a
      cash payment of $250,000.  Cameco Corporation was the owner of the
      remaining 1/3 interest.





During
      2004, the Company purchased Cameco’s stake in the Marg joint venture by making a
      cash payment of $80,000.  On November 25, 2004, the Company entered
      into an option agreement with another party whereby that party can earn a 100%
      interest in the Marg Property by making total cash payments of $600,000
      ($200,000 received) and issuing 400,000 common shares (266,666 shares received)
      to the Company on or before December 8, 2007.  During the year ended
      December 31, 2006, the property was written-down.





**(iv)          Ecstall
      Property, British Columbia**





The
      Company has a 100% interest in 23 Crown Granted Mineral claims (21 claims with
      mining rights and two claims with surface rights), subject to a 3% (reducible
      to
      2.5%) NSR royalty.  As at December 31 2006, the carrying value of the
      property was $302,752.





**(v)         White
      Bull Property, British Columbia**





The
      Company holds a 100% interest in 24 mineral claim units.  During the
      year ended December 31, 2006, the property was written-down to a nominal
      value.





**(e)       Realization
      of assets**





The
                investment in and expenditures on resource properties comprise a
                significant portion of the


Company’s
                assets. Realization of the Company’s investment in these assets is
                dependent upon the establishment of legal ownership, the attainment
                of
                successful production from the properties or from the proceeds of
                their
                disposal.





Resource
      exploration and development is highly speculative and involves inherent risks.
      While the rewards if an ore body is discovered can be substantial, few
      properties that are explored are ultimately developed into producing
      mines.





Environmental
      legislation is becoming increasingly stringent and costs and expenses of
      regulatory compliance are increasing. The impact of new and future environmental
      legislation on the Company’s operations may cause additional expenses and
      restrictions.





Although
      the Company has taken steps to verify the title to mineral properties in which
      it has an interest, in accordance with industry standards for the current stage
      of exploration of such properties, these procedures do not guarantee the
      Company’s title.  Property title may be subject to unregistered prior
      agreements or transfers and title may be affected by undetected
      defects.





14


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**5.**           **MINERAL
      PROPERTIES**(Continued)





**(f)       Environmental
      Expenditures**





The
      operations of the Company may in the future be affected from time to time to
      varying degrees by changes in environmental regulations, including those for
      future removal and site restoration costs.  Both the likelihood of new
      regulations and their overall effect upon the Company vary greatly and are
      not
      predictable.  The Company’s policy is to meet or, if possible, surpass
      standards set by relevant legislation, by application of technically proven
      and
      economically feasible measures.





Environmental
      expenditures that relate to ongoing environmental and reclamation programs
      are
      charged against earnings as incurred or capitalized and amortized depending
      on
      their future economic benefits.  Estimated future removal and site
      restoration costs, when the ultimate liability is reasonably determinable,
      are
      charged against earnings over the estimated remaining life of the related
      business operation, net of expected recoveries





**6.           SHARE
      CAPITAL**





**(a)       Authorized:**





An
      unlimited number of common shares
      without par value


An
      unlimited number of preferred shares
      without par value





**(b)   Issued****No.
                of Shares**
            
            **Amount**Balance
                as at December 31, 2004
            38,950,872
            
            40,795,561Issued
                for cashPrivate
                placement, net of
                issue costs  (Note 6 (c)(i))
            6,500,000
            
            4,729,332Private
                placement, net of
                issue costs  (Note 6 (c)(ii))
            500,000
            
            398,775Exercise
                of
                warrants
            8,538,195
            
            5,074,192Exercise
                of
                options
            940,000
            
            243,225Issued
                for other considerationExercise
                of options,
                stock-based compensation
            -
            
            45,026Balance
                as at December 31, 2005
            55,429,067
            
            51,286,111Issued
                for cashPrivate
                placement, net of
                issue costs  (Note 6 (c)(iii))
            7,450,000
            
            8,730,587Exercise
                of
                warrants
            502,771
            
            459,795Exercise
                of
                options
            795,000
            
            286,125Issued
                for other considerationExercise
                of options,
                stock-based compensation
            -
            
            76,690Balance
                as at December 31, 2006
            64,176,838
            $
            60,839,308





**(c)       Private
      Placements**





**(i)**
            On
                August 3, 2005, the Company completed a brokered private placement
                for the
                issuance of 6,500,000 common shares at a price of $0.80 per share
                for
                gross proceeds of $5,200,000.  The agents received a 6.5% cash
                commission of $338,000 and 520,000 agents’ warrants to acquire 520,000
                shares of the Company at a price of $0.80 per share until August
                3,
                2006.  The Company incurred cash share issuance costs in the
                amount of $20,000 and issued agents’ warrants valued at $105,003 (refer to
                Note 6(e)) in connection with the private
                placement.


15


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**6.**           **SHARE
      CAPITAL**(Continued)





**(c)**       **Private
      Placements**(Continued)





**(ii)**
            On
                August 11, 2005, the Company completed a non-brokered private placement
                for the issuance of 500,000 common shares at a price of $0.80 per
                common
                share for gross proceeds of $400,000.  The Company incurred
                share issue costs of $1,225 in connection with the private
                placement.





**(iii)**
            On
                February 2, 2006, the Company completed a special warrant brokered
                private
                placement for the issuance of 7,450,000 common shares at a price
                of $1.35
                per share for gross proceeds of $10,057,500.  The agents
                received a 6.5% cash commission of $653,737 and 521,000 agents’ warrants
                to acquire 521,000 shares of the Company at a price of $1.55 per
                share
                until December 16, 2006.  The Company incurred cash share
                issuance costs in the amount of $67,643 in connection with the private
                placement and recorded the fair value, as determined by the Black-Scholes
                Option Pricing Model, of the agents’ warrants at
                $605,532.





**(d)**
            **Stock
                Options**





Stock
      options to purchase common shares have been granted to directors, employees
      and
      consultants of the Company at exercise prices determined with reference to
      the
      market value on the date of the grant.  Under the Company’s Stock
      Option Plan, approved by the shareholders on April 20, 2006, the Company may
      grant stock options for the purchase of up to 6,355,864 common
      shares.  Vesting of stock options is made at the discretion of the
      Board of Directors at the time the options are granted.  At December
      31, 2006, the Company had stock options outstanding for the purchase of
      2,140,000 common shares, with an average remaining contractual life of 1.39
      years, of which 2,108,126 stock options were exercisable at December 31,
      2006.





**Number
                of**
            
            
            **Weighted
                Average****Options**
            
            
            **Exercise
                Price**Outstanding
                at December 31, 2004
            
            
            2,085,000
            
            
            $
            0.31Exercised
            
            
            (940,000
            )
            
            
            0.26Cancelled/expired
            
            
            (50,000
            )
            
            
            0.59Granted
            
            
            1,050,000
            
            
            
            0.67Outstanding
                at December 31, 2005
            
            
            2,145,000
            
            
            
            0.52Exercised
            
            
            (795,000
            )
            
            
            0.36Cancelled/expired
            
            
            (125,000
            )
            
            
            2.01Granted
            
            
            915,000
            
            
            
            1.19Outstanding
                at December 31, 2006
            
            
            2,140,000
            
            
            $
            1.11





The
      following summarizes the stock
      options outstanding at December 31, 2006





**Number
                of Shares**
            
            **Exercise
                Price**
            **Expiry
                Date**100,000
            
            0.500
            January
                9, 2007275,000
            
            0.325
            April
                20, 2007200,000
            
            0.590
            February
                8, 2008775,000
            
            0.700
            April
                18, 2008765,000
            
            2.010
            January
                31, 200925,000
            
            1.280
            July
                7, 20092,140,000





16


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**6.**
            **SHARE
                CAPITAL**(Continued





**(e)**
            **Stock-Based
                Compensation**





During
      the year ended December 31, 2006, the Company granted stock options to
      directors, officers and employees to acquire up to an aggregate of 915,000
      common shares at exercise prices of $2.01 and $1.28 per share and the fair
      value
      of $1,018,572 has been recorded as an expense in these financial
      statements.





The
      fair
      value of stock options used to calculate compensation expense and the fair
      value
      of agents’ warrants is estimated using the Black-Scholes Option Pricing Model
      with the following weighted average assumptions at December 31,
      2006:





2006
            
            2005Risk-free
                interest rate
            2.43%
            
            2.58%Expected
                dividend yield
            -
            
            -Expected
                stock price volatility
            50%
                to 65%
            
            50%
                to 65%Expected
                option life in years
            1
                to 3
            
            1
                to 3





Option
      pricing models require the input of highly subjective assumptions, particularly
      as to the expected price volatility of the stock.  Changes in these
      assumptions can materially affect the fair value estimate and therefore it
      is
      management’s view that the existing models do not necessarily provide a single
      reliable measure of the fair value of the Company’s stock option
      grants.





**(f)       Warrants**





At
      December 31, 2006, the Company has no outstanding warrants to purchase common
      shares.





Exercise
            Expiry
            Outstanding
            
            
            
            OutstandingPrice
            Date
            December
                31, 2005
            Issued
            Exercised
            Expired
            December
                31, 2006$
            0.800
            Aug
                03, 2006
            426,000
            -
            426,000
            -
            -$
            1.550
            Dec
                16, 2006
            521,500
            -
            76,771
            444,729
            -947,500
            -
            502,771
            444,729
            -





**(g)           Contributed
      Surplus**





**Amounts**Balance
                as at December 31, 2004
            
            $
            151,193Fair
                value of agents’
                warrants
            
            
            605,533Stock
                based compensation
                expense
            
            
            148,866Exercise
                of stock
                options
            
            
            (45,026
            )Balance
                as at December 31,2005
            
            $
            860,566Stock-based
                compensation
                expense
            
            
            1,018,572Exercise
                of stock
                options
            
            
            (76,689
            )Balance
                as at December 31, 2006
            
            $
            1,802,449





17


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**7.           SPECIAL
      WARRANTS**





The
      Company issued special warrants pursuant to a brokered private placement for
      the
      issuance of 7,450,000 common shares at a price of $1.35 per share for proceeds
      of $8,736,833 after broker’s commission and other share issue costs, including
      521,000 agents’ warrants exercisable at $1.55 for a one year period valued at
      $500,529 (refer to Note 6(e)).  Each special warrant will convert to
      one common share upon qualification by a short form prospectus.





**8.           SUPPLEMENTARY
      CASH FLOW
      DISCLOSURES**





Supplementary
      disclosure of non-cash
      financing activities:





2006
            
            
            2005
            
            
            2004Significant
                non-cash operating, investing andfinancing
                activities:Operating
                activitiesAmortization
                recorded in
                deferred property costs
            
            $
            -
            
            
            $
            9,679
            
            
            $
            21,193Investing
                activitiesMarketable
                securities received for option payments
            
            $
            128,000
            
            
            $
            271,666
            
            
            $
            201,000Marketable
                securities received for sale of property
            
            
            -
            
            
            
            -
            
            
            
            2,271,000Reclassification
                of building
                & equipment costs fromdeferred costs
            
            
            827,087
            
            
            
            -
            
            
            
            -Reclassification
                of reclamation
                bonds to temporaryinvestments
            
            
            464,389
            
            
            
            -
            
            
            
            -$
            1,419,476
            
            
            $
            271,666
            
            
            $
            2,472,000Financing
                activitiesShares
                issued for
                property
            
            $
            -
            
            
            $
            -
            
            
            $
            15,900Fair
                value of agents’ warrants
                issued
            
            
            -
            
            
            
            605,533
            
            
            
            -$
            -
            
            
            $
            605,533
            
            
            $
            15,900Other
                cash flow informationInterest
                received
            
            $
            543,053
            
            
            $
            386,406
            
            
            $
            119,315








**9**.
            **RELATED
                PARTY TRANSACTIONS**





There
      were no related party transactions in 2006, 2005 or 2004.





18


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**10.           COMMITMENT**





The
      Company has a lease commitment for its office premises which expires June 30,
      2010.  The cost of the entire premises is shared amongst several
      companies in proportion to the area occupied.  The Company’s
      proportionate share of annual rental payments under this arrangement is
      approximately $64,000.





**11.**
            **INCOME
                TAXES**





At
      December 31, 2006 the Company has non-capital losses carried forward for
      Canadian income tax purposes totaling approximately Cdn$4.8 million, expiring
      in
      various periods from 2006 to 2015, and resource and other tax pools available
      to
      reduce Canadian taxable income that aggregate approximately $15.8 million at
      December 31, 2005 (2004 - $13.6 million).  The Company also has net
      operating loss carry forwards and resource deductions totaling approximately
      $12.4 million for U.S. income tax purposes which are currently being
      substantiated, and if not utilised to reduce U.S. taxable income in future
      periods, will expire in various periods through 2025.







The
      reconciliation of income tax provision computed at statutory rates to the
      reported income tax provision is as follows:





**2006**
            
            **2005**34.12%
            
            34.12%Income
                tax expense benefit computed at statutory rates
            $
            (253,344)
            $
            (467,003)Temporary
                differences recognized
            
            (134,555)
            
            (127,396)Non-deductible
                differences
            
            55,997
            
            176,749Unrecognized
                tax losses
            
            331,902
            
            417,650Income
                tax benefit per financial statements
            $
            -
            $
            -







The
      significant components of the Company’s future income tax assets as at December
      31, 2006 and 2005 are as follows:





**2006**
            
            **2005**Future
                income tax assets
              Losses
                carried forward, Canada
            $
            2,091,912
            $
            1,656,408Losses
                carried forward, United States
            
            5,189,352
            
            3,725,881Mineral
                properties
            
            5,219,864
            
            5,214,939Equipment
            
            60,829
            
            57,952Share
                issuance costs
            
            677,047
            
            443,457Valuation
                allowance
            
            13,239,004
              
              (13,239,004)
            
            11,098,637
              
              (11,098,637)Future
                income taxes, net
            $
            -
            $
            -





19


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**12.**
            **DIFFERENCES
                BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
                PRINCIPLES (GAAP)**





**Resource
      Property
      Costs**





Under
      Canadian GAAP, mineral exploration expenditures may be deferred on prospective
      properties until such time as it is determined that further exploration is
      not
      warranted, at which time the property costs are written-off.  Under
      U.S. GAAP, all exploration expenditures must be expensed until an independent
      feasibility study has determined that the property is capable of economic
      commercial production.  The following items (a) to (e) provide a
      summary of the impact on the Company’s balance sheets and statements of
      operations and deficit and cash flows that would result from the application
      of
      US accounting principles to resource property costs:





2006
            
            2005
            
            2004**(a)           Assets**Resource
                PropertiesResource
                properties following
                Canadian GAAP
            $
            18,503,743
            $
            16,652,809
            $
            5,134,894Less
                deferred exploration
                costs
            
            (18,491,096)
            
            (16,652,809)
            
            (5,134,894)Resource
                properties following
                U.S. GAAP
            $
            12,647
            $
            -
            $
            -**(b)           Operations**Net
                loss following Canadian
                GAAP
            $
            (727,509)
            $
            (1,203,836)
            $
            (4,522,611)Property
                costs expensed under
                U.S. GAAP – net
            
            (1,960,644)
            
            (11,833,724)
            
            (2,910,049)Deferred
                property costs
                written-off under
              Canadian  GAAPCanadian
                GAAP
            
            122,357
            
            315,809
            
            1,881,155Net
                proceeds received on sale of
                property
            
            -
            
            -
            
            3,971,000Loss
                on property sold under
                Canadian GAAP
            
            -
            
            -
            
            1,659,561Net
                income (loss) under U.S.
                GAAP
            $
            (2,565,796)
            $
            (12,721,751)
            $
            79,056**(c)           Deficit**Closing
                deficit under Canadian
                GAAP
            $
            (29,591,123)
            $
            (28,863,614)
            $
            (27,659,778)Adjustment
                to deficit for
                exploration expenditures
            
            (18,491,096)
            
            (16,652,809)
            
            (5,134,894)of
                prior
                years written-off under U.S. GAAPClosing
                deficit under U.S.
                GAAP
            $
            (48,082,219)
            $
            (45,516,423)
            $
            (32,794,672)**(d)           Earnings
                (loss) per share under U.S. GAAP**Earnings
                (loss) per
                share
            $
            (0.04)
            $
            (0.28)
            $
            0.01





20


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







**12.**
            **DIFFERENCES
                BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
                PRINCIPLES (GAAP)**(Continued)





(e)
            Statements
                of cash flows





2006
            
            2005
            
            2004Net
                cash used in operating activities of continuing operations in accordance
                with Canadian GAAP
            $
            (1,805,884)
            $
            (3,415,532)
            $
            (3,993,384)Adjustments
                to net loss involving use of cashExpenditures
                on mineral interests
            
            (4,593,668)
            
            (11,169,651)
            
            (3,434,130)Option
                payments and recoveries
            
            730,713
            
            268,164
            
            360,174Net
                cash used in operating activities of continuing operations
                in accordance with US GAAP
            
            (5,668,839)
            
            (14,317,019)
            
            (7,067,340)Net
                cash used in investing activities of continuing operations
              in
                accordance with Canadian GAAP
            
            (5,600,427)
            
            (9,113,640)
            
            (972,400)Reclassification
                of expenditures on mineral property interests
            
            4,593,668
            
            11,169,651
            
            3,434,130Reclassification
                of option payments and recoveries
            
            (730,713)
            
            (268,164)
            
            (360,174)Net
                cash from (used in) investing activities continuing operations in
                accordance with US GAAP
            
            (1,737,472)
            
            1,787,847
            
            2,101,556Net
                cash flows from financing activities continuing operations in accordance
                with Canadian and US GAAP
            
            739,674
            
            19,787,890
            
            4,216,718Net
                increase (decrease) in cash in accordance with Canadian and US
                GAAP
            
            (6,666,637)
            
            7,258,718
            
            (749,066)Cash
                and cash equivalents, beginning of year in accordance with Canadian
                and US
                GAAP
            
            10,201,409
            
            2,942,691
            
            3,691,757Cash
                and cash equivalents, end of year in accordance with Canadian and
                US
                GAAP
            $
            3,534,772
            $
            10,201,409
            $
            2,942,691





**(f)           Stockholders’
      Equity**





**(i)               Accumulated
      Other Comprehensive Income**





Under
      SFAS 130, the Company is now required to record certain gains and losses as
      a
      component of Stockholder’s Equity, with the current changes in the component
      balances comprising the balance sheet figure disclosed in a separate statement
      or in a financial statement note.  The only item in the Company’s
      financial statements impacting Comprehensive Income is the unrealized gains
      on
      the Company’s marketable securities.


21


ATNA
      RESOURCES LTD.


NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the Years Ended December 31, 2006 and 2006







The
      following provides the continuity of Accumulated Other Comprehensive Income
      or
      Loss under US GAAP:





Accumulated
                Other Comprehensive Income – December 31, 2004
            $
            937,152Other
                Comprehensive Income – 2005
            
            78,875Realized
                Proceeds included in previous years’ Comprehensive Income
            
            (937,152)Accumulated
                Other Comprehensive Income – December 31, 2005
            
            78,875Other
                Comprehensive Income – 2006
            
            -Realized
                Proceeds included in previous years’ Comprehensive Income
            
            (78,875)Accumulated
                Other Comprehensive Income – December 31, 2006
            $
            -





(**ii)**               **Marketable
      securities and temporary investments**





Under
      Canadian GAAP, no write-down to market value is required if an investment is
      considered by management to be held for the long-term, unless there has been
      an
      other-than-temporary decline in the value of that investment.  Under
      US SFAS 115, the investments held by the Company are considered to be “available
      for sale securities” and are required to be reported at fair value, with any
      unrealized holding gains and losses included in current Other Comprehensive
      Income, a component of Stockholders’ Equity.





The
      following provides a reconciliation to US GAAP of a pro-forma application of
      SFAS 115 to these financial statements:





2006
            
            2005Aggregate
                temporary investments and marketablesecurities under Canadian
                GAAP
            $
            10,441,252
            $
            6,116,875Other
                Comprehensive Income under U.S. GAAP - 2004
            
            918,502
            
            918,502Other
                Comprehensive Income under U.S. GAAP - 2005
            
            78,875
            
            78,875Other
                Comprehensive Income under U.S. GAAP - 2006
            
            -
            
            -Realized
                proceeds included in previous years’
              Comprehensive
                Income under U.S. GAAP
            
            (997,377)
            
            (918,502)Aggregate
                temporary investments and marketablesecurities under US
                GAAP
            $
            10,441,252
            $
            6,195,750





**13.           SUBSEQUENT
      EVENTS**





In
      addition to items disclosed elsewhere in these notes, the following occurred
      during the period subsequent to December 31, 2006:





**(a)**
            On
                January 11, 2007, the Company granted stock options to employees
                for the
                purchase of up to 963,800 common shares at a price of $1.36 per share
                to
                January 11, 2010.





**(b)**
            Subsequent
                to December 31, 2006, the Company issued 200,000 common shares for
                proceeds of $82,500 pursuant to the exercise of stock
                options.


22