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

                                    FORM 10-Q

(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008
                               -------------------------------------------------

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                         to
                               -----------------------    ----------------------

Commission File Number     333-139412
                      ----------------------------------------------------------

                                  Gold Run Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                                                 20-4919927
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

330 Bay Street, Suite 820, Toronto Ontario M5H 2S8 Canada
--------------------------------------------------------------------------------
(Address of principal executive offices)

(416) 363-0151
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes|X| No|_|

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  |_|                   Accelerated filer |_|
Non-accelerated filer    |_|                   Smaller reporting company  |X|
                 (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes|_| No|X|

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes|_| No|_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
27,185,134 shares of Common Stock, par value $.000001 per share
--------------------------------------------------------------------------------


<PAGE>


                                  GOLD RUN INC.

                         TABLE OF CONTENTS TO FORM 10-Q

PART I - FINANCIAL INFORMATION

          Item 1.  Financial Statements.                                       1

          Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations.             23

          Item 3.  Quantitative and Qualitative Disclosures
                   About Market Risk.                                         27

          Item 4.  Controls and Procedures.                                   27

PART II - OTHER INFORMATION

          Item 1.  Legal Proceedings.                                         31

         Item 1A.  Risk Factors.                                              31

          Item 2.  Unregistered Sales of Equity Securities
                   and Use of Proceeds.                                       32

          Item 3.  Defaults Upon Senior Securities.                           32

          Item 4.  Submission of Matters to a Vote of Security Holders.       32

          Item 5.  Other Information.                                         32

          Item 6.  Exhibits.                                                  33




<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS.

                                  GOLD RUN INC.

                         UNAUDITED FINANCIAL STATEMENTS
                                 MARCH 31, 2008










<PAGE>

<TABLE>
<CAPTION>


                                        GOLD RUN INC.
                              (an exploration stage enterprise)
                                        BALANCE SHEETS
                          AS AT MARCH 31, 2008 AND DECEMBER 31, 2007
                                   (stated in U.S. dollars)
                                         (unaudited)

                                                                   March 31,     December 31,
                                                                     2008           2007
                                                                  -----------    -----------

                                            ASSETS

CURRENT ASSETS:
<S>                                                               <C>            <C>
Cash and cash equivalents                                         $     4,265    $    35,954
Goods and services tax receivable                                       9,917          9,474
Warrant subscription receivable (Note 4 (b))                             --            1,000
Prepaid expenses                                                        2,827          2,827
                                                                  -----------    -----------
Total current assets                                                   17,009         49,255
                                                                  -----------    -----------

PROPERTY - MINERAL PROPERTY RIGHTS (Notes 5 and 6)                    142,553        132,553
                                                                  -----------    -----------

OTHER ASSETS:
Reclamation bonds (Note 2 (e))                                         33,635         33,635
Prepaid offering costs (Note 2 (f))                                   252,050        252,050
                                                                  -----------    -----------
Total other assets                                                    285,685        285,685
                                                                  -----------    -----------

TOTAL ASSETS                                                      $   445,247    $   467,493
                                                                  ===========    ===========

                        LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued liabilities (Note 7)
To related parties                                                $   108,790    $    78,504
To others                                                             387,028        348,184
                                                                  -----------    -----------
                                                                      495,818        426,688
Promissory notes (Note 4 (h))                                         149,970           --
Accrued interest (Note 4 (h))                                           7,500           --
                                                                  -----------    -----------
Total current liabilities                                             653,288        426,688
                                                                  -----------    -----------

COMMITMENTS AND CONTINGENCIES (Notes 1, 2, 4, 5, 9 and 11)

SHAREHOLDERS' EQUITY (DEFICIT) (Note 4):

Common stock, $.000001 par value, 100,000,000 shares authorized            46             46
Warrant subscribed                                                       --            1,000
Additional paid-in capital                                          2,772,283      2,739,321
Deficit accumulated during the exploration phase                   (2,980,370)    (2,699,562)
                                                                  -----------    -----------
Total shareholders' equity (deficit)                                 (208,041)        40,805
                                                                  -----------    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)              $   445,247    $   467,493
                                                                  ===========    ===========

                The accompanying notes to financial statements are an integral
                                part of these balance sheets.
</TABLE>

                                      -1-
<PAGE>


<TABLE>
<CAPTION>

                                                           GOLD RUN INC.
                                                 (an exploration stage enterprise)
                                           STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                                   FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO MARCH 31, 2008
                                                     (stated in U.S. dollars)
                                                            (unaudited)

                                                                                                      Deficit
                                                                                                    accumulated
                                                                                      Additional     during the       Total
                                          Number of       Common         Warrant        paid-in      exploration   shareholders'
                                            shares        stock        subscribed       capital         stage     equity (deficit)
                                         -----------    -----------    -----------    -----------    -----------    -----------

<S>                                     <C>            <C>            <C>            <C>            <C>            <C>
BALANCE, May 5, 2006                            --      $      --      $      --      $      --      $      --      $      --

   Initial private placement of shares
      (Note 4(b))                         22,400,000             22           --            2,218           --            2,240

   Shares issued to President/Chief
     Geologist (Note 4 (b))                7,500,000              7           --              743           --              750

   Private placement of shares
      (Note 4 (b))                         9,550,000             10           --            9,540           --            9,550

   Fair value of share-based payments           --             --             --          190,904           --          190,904

   Net loss from inception to
      December 31, 2006                         --             --             --             --         (839,620)      (839,620)

                                         -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, December 31, 2006                39,450,000             39           --          203,405       (839,620)      (636,176)

   Conversion of the promissory notes
      and accrued interest to common
      stock (Note 4 (f))                   4,826,800              5           --        1,771,545           --        1,771,550

   Withholdings on conversion of
      promissory notes held by
      foreign parties (Note 4(f))               --             --             --          (15,000)          --          (15,000)

   Private placement of shares
      (Note 4 (b))                           666,667              1           --          499,999           --          500,000

   Costs of issuance of common
      stock related to private
      placement of shares
      (Note 4 (b))                              --             --             --          (50,000)          --          (50,000)

   Shares returned and cancelled
      (Note 3 and Note 4(b))             (16,605,000)          --             --             --             --             --

   Shares of common stock re-purchased
      and cancelled
      (Note 3 and Note 4 (b))             (2,450,000)            (2)          --           (2,448)          --           (2,450)

   Private placement of shares
      (Note 4 (b))                           266,667           --             --          200,000           --          200,000

   Private placements of shares
      and warrant (Note 4 (b))             3,000,000)             3          1,000          2,997           --            4,000

   Shares returned and held in
      treasury (Note 4 (b))               (2,000,000)          --             --             --             --             --

   Fair value of share-based
      payments (Note 4 (e))                     --             --             --          128,823           --          128,823

   Net loss                                     --             --             --             --       (1,859,942)    (1,859,942)

                                         -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, December 31, 2007                27,155,134             46          1,000      2,739,321     (2,699,562)        40,805

   Warrant subscription
      received (Note 4 (b))                     --             --           (1,000)         1,000           --             --

   Private placement of shares
      (Note 4 (h))                            30,000           --             --               30           --               30

   Fair value of share-based
      payments (Note 4 (e))                     --             --             --           31,932           --           31,932

   Net loss                                     --             --             --             --         (280,808)      (280,808)

                                         -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, March 31, 2008                   27,185,134    $        46    $      --      $ 2,772,283    $(2,980,370)   $  (208,041)
                                         ===========    ===========    ===========    ===========    ===========    ===========



                     The accompanying notes to financial statements are an integral part of these statements.
</TABLE>

                                      -2-
<PAGE>


<TABLE>
<CAPTION>

                                          GOLD RUN INC.
                                (an exploration stage enterprise)
                                        STATEMENTS OF LOSS
                  FOR THE THREE-MONTH PERIODS ENDED MARCH 31 2008 AND 2007, AND
                  FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO MARCH 31, 2008
                                     (stated in U.S. dollars)
                                           (unaudited)

                                                                                      Cumulative
                                                                                       for the
                                                              Three-month            period from
                                                             period ended            inception to
                                                               March 31,               March 31,
                                                         2008           2007             2008
                                                    ------------    ------------    ------------

<S>                                                 <C>             <C>             <C>
REVENUE                                             $       --      $       --      $       --
                                                    ------------    ------------    ------------

COSTS AND EXPENSES:
Exploration costs                                         70,145          56,768         810,068
Legal (Note 9)                                            40,788          34,529         387,615
Consulting and professional fees (Note 9)                 22,666          53,158         351,667
Share-based payments (Note 4 (e))                         31,932          32,324         351,659
Administrative salaries                                   37,654          33,000         224,940
Amortization of debt financing costs (Note 4 (f))           --            23,403         187,227
Travel                                                    11,109          19,960         171,180
Audit fees                                                40,000           9,000         123,950
Filing and printing fees                                   7,359           1,648          57,323
Rent (Note 9)                                              7,195          13,325          46,876
Office expense                                             2,772           4,182          45,298
Exchange rate losses                                       1,134            --            34,377
Bank charges                                                 576             532           6,441
Miscellaneous                                               --              --            14,451
                                                    ------------    ------------    ------------
Total costs and expenses                                 273,330         281,829       2,813,072
                                                    ------------    ------------    ------------

LOSS FROM OPERATIONS                                    (273,330)       (281,829)     (2,813,072)

INTEREST EXPENSE ON PROMISSORY NOTES (Note 4 (f))         (7,500)        (40,263)       (168,550)

INTEREST INCOME                                               22            --             1,252
                                                    ------------    ------------    ------------

NET LOSS                                            $   (280,808)   $   (322,092)   $ (2,980,370)
                                                    ============    ============    ============


WEIGHTED AVERAGE NUMBER OF SHARES                     27,182,826      39,450,000      37,792,295
                                                    ============    ============    ============

LOSS PER SHARE                                      $     (0.010)   $     (0.008)   $     (0.079)
                                                    ============    ============    ============


                        The accompanying notes to financial statements are
                              an integral part of these statements.
</TABLE>

                                      -3-
<PAGE>





<TABLE>
<CAPTION>

                                                GOLD RUN INC.
                                      (an exploration stage enterprise)
                                          STATEMENTS OF CASH FLOWS
                        FOR THE THREE-MONTH PERIODS ENDED MARCH 31 2008 AND 2007, AND
                          THE PERIOD FROM INCEPTION (MAY 5, 2006) TO MARCH 31, 2008
                                          (stated in U.S. dollars)
                                                 (unaudited)

                                                                                               Cumulative
                                                                                                 for the
                                                                          Three-month          period from
                                                                          period ended         inception to
                                                                            March 31,           March 31,
                                                                      2008           2007          2008
                                                                  -------------  ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>            <C>         <C>
   Net loss                                                         $ (280,808)    $ (322,092) $ (2,980,370)
                                                                  -------------  ------------- -------------

   Adjustments to reconcile net loss to net cash used by operating activities:
       Amortization of debt financing costs                                  -         23,403       187,227
       Share-based payments                                             31,932         32,324       351,659
       Non-cash interest expense                                         7,500         40,263       168,550
       Increase in goods and services tax receivable                      (443)             -        (9,917)
       Increase in prepaid expenses                                          -              -        (2,827)
       Increase (decrease) in accounts payable and
            accrued liabilities                                         69,130        (93,630)      418,734
                                                                  -------------  ------------- -------------
         Total adjustments                                             108,119          2,360     1,113,426
                                                                  -------------  ------------- -------------
     Net cash used by operating activities                            (172,689)      (319,732)   (1,866,944)
                                                                  -------------  ------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Payments to acquire mineral property rights (Note 6)                (10,000)       (25,000)     (142,553)
   Payments to acquire reclamation bonds                                     -              -       (33,635)
                                                                  -------------  ------------- -------------
     Net cash used by investing activities                             (10,000)       (25,000)     (176,188)
                                                                  -------------  ------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash proceeds from the issuance of promissory notes                 149,970              -     1,760,470
   Cash proceeds from the issuance of warrants                           1,000              -         1,000
   Proceeds from sale of common stock, net                                  30              -       650,570
   Payments of debt financing costs                                          -              -      (187,227)
   Payments of offering costs                                                -        (29,811)     (174,966)
   Payments to re-purchase common stock                                      -              -        (2,450)
                                                                  -------------  ------------- -------------
     Net cash provided by (used) financing activities                  151,000        (29,811)    2,047,397
                                                                  -------------  ------------- -------------

NET (DECREASE) INCREASE IN CASH AND CASH
   EQUIVALENTS                                                         (31,689)      (374,543)        4,265

CASH AND CASH EQUIVALENTS, beginning of period                          35,954        855,346             -
                                                                  -------------  ------------- -------------

CASH AND CASH EQUIVALENTS, end of period                               $ 4,265      $ 480,803       $ 4,265
                                                                  =============  ============= =============


SUPPLEMENTAL CASH FLOW DISCLOSURE:
   Interest paid                                                  $      --      $      --     $      --
                                                                  =============  ============= =============

   Taxes paid                                                     $      --      $      --     $      --
                                                                  =============  ============= =============

   Non-cash items-
     Conversion of promissory notes and related accrued interest
       into common stock                                          $      --      $      --     $1,771,550
                                                                  =============  ============= =============

     Offering costs included in accounts payable                  $      --      $      --     $ 77,084
                                                                  =============  ============= =============


                            The accompanying notes to financial statements are an
                                     integral part of these statements.
</TABLE>

                                      -4-
<PAGE>



                                  GOLD RUN INC.
                        (AN EXPLORATION STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                            (stated in U.S. dollars)
                                   (unaudited)

1.   NATURE OF OPERATIONS

     Gold Run Inc. ("the Company") is an exploration company engaged in the
     acquisition and exploration of mineral properties in the State of Nevada.
     The Company was incorporated on May 5, 2006 under the laws of the State of
     Delaware. As of March 31, 2008, the Company has put in place the management
     team, has leased four mineral properties and staked a fifth (see Note 5),
     has secured initial equity financing (see Note 4), and has commenced
     exploration activities on its leased properties. The Company has completed
     three offerings of promissory notes, two of which have been converted to
     common shares as of May 14, 2007 and has completed five private placements
     of common shares since the equity financing completed by the founders (see
     Note 4).

     The recoverability of amounts shown as mineral property rights is dependent
     upon the discovery of economically recoverable reserves, confirmation of
     the Company's interest in the underlying mineral claims, the ability of the
     Company to obtain necessary financing to complete the development of the
     properties and the ability of the Company to obtain profitable production
     or proceeds from the disposition thereof.

     The Company has been in the exploration stage since its inception and has
     not yet realized any revenue from its operations.


2.       BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

     These unaudited financial statements have been prepared by the Company. In
     the opinion of management, all known adjustments (consisting of normal
     recurring accruals or adjustments) have been made to present fairly the
     financial position, results of operations and cash flows for the unaudited
     periods presented. It is suggested that these financial statements be read
     in conjunction with the Company's audited financial statements for the year
     ended December 31, 2007, included in the Company's Annual Report on Form
     10-KSB, as amended, originally filed with the Securities and Exchange
     Commission on April 15, 2008 (SEC File No. 333-139412). The Company
     believes that the disclosures made herein are adequate to make the
     information presented not misleading.

     These financial statements have been prepared in accordance with accounting
     principles generally accepted in the United States ("US").

     RECENT ACCOUNTING PRONOUNCEMENTS

     In February 2007, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 159, "The Fair
     Value Option for Financial Assets and Financial Liabilities", which permits
     entities to choose to measure many financial assets and financial
     liabilities at fair value. Unrealized gains on items for which the fair
     value option has been elected are to be reported in earnings. SFAS No. 159
     will become effective as of the beginning of the first fiscal year that
     begins after November 15, 2007. The adoption of this statement had no
     immediate material effect on the Company's financial condition or results
     of operations.

                                      -5-
<PAGE>



In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements",
which defines fair value, establishes a framework for measuring fair value in
accordance with GAAP, and requires enhanced disclosures about fair value
measurements. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007. In February 2008 the FASB issued
FASB Staff Position No. 157-2, "Effective Date of FASB Statement No. 157", which
delays the effective date of SFAS 157 for non-financial assets and liabilities,
other than those that are recognized or disclosed at fair value on a recurring
basis, to fiscal years beginning after November 15, 2008. The adoption of SFAS
No. 157 related to financial assets and liabilities had no impact on the
Company's financial statements. The Company is currently evaluating the impact,
if any, that SFAS No. 157 may have on its future consolidated financial
statements related to non-financial assets and liabilities.

CRITICAL ACCOUNTING POLICIES

(a) Going concern -

     These financial statements have been prepared using US generally accepted
     accounting principles applicable to a going concern which assumes that the
     Company will be able to continue in operation for the foreseeable future
     and will be able to realize its assets and discharge its liabilities in the
     normal course of business. The Company had a net loss for the period from
     inception (May 5, 2006) to March 31, 2008 of $2,980,370 and shareholders'
     deficit at March 31, 2008 of $208,041. In addition, the Company failed to
     meet its funding obligations under a revised funding agreement entered into
     with Dave Mathewson, the Company's President and Chief Geologist
     ("Mathewson") dated December 13, 2007 to provide $2,000,000 in funding by
     March 31, 2008. On April 1, 2008, Mathewson extended the deadline for that
     financing tranche by 90 days to June 29, 2008. If the Company is unable to
     meet this extended deadline and Mathewson thereupon advises the Company
     that it is in default, the Company will then have an additional 90 days
     following such notice to cure such default (see Note 5(a)).

     The Company's ability to meet its obligations and continue as a going
     concern is dependent upon its ability to obtain additional financing,
     achievement of profitable operations and/or the discovery, exploration,
     development and sale of mining reserves. The Company cannot reasonably be
     expected to earn revenue in the exploration stage of operations. Although
     the Company plans to pursue additional financing, there can be no assurance
     that the Company will be able to secure financing when needed or to obtain
     such financing on terms satisfactory to the Company, if at all.

     The financial statements do not reflect any adjustments in the carrying
     values of the assets and liabilities, the reported expenses, and the
     balance sheet classifications used that would be necessary if the going
     concern assumption was not appropriate. Such adjustments could be material.

(b) Measurement uncertainties -

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the US 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 periods. Actual results may differ from those
     estimates.

     Significant estimates used in the preparation of these financial statements
     include, amongst other things, the estimated future operating results and
     net cash flows from mineral properties, the anticipated costs of asset
     retirement obligations including the reclamation of mine sites, the
     successful registration of the Company's shares and the computation of
     share-based payments.

                                      -6-
<PAGE>



(c) Cash and cash equivalents -

     Cash and cash equivalents include deposits, with original maturities of
     three months or less when purchased.

(d) Mineral property rights -

     All direct costs related to the acquisition of mineral property rights are
     capitalized. Exploration costs are charged to operations in the period
     incurred until such time as it has been determined that a property has
     economically recoverable reserves, at which time subsequent exploration
     costs and the costs incurred to develop a property are capitalized.

     The Company reviews the carrying values of its mineral property rights
     whenever events or changes in circumstances indicate that their carrying
     values may exceed their estimated net recoverable amounts. An impairment
     loss is recognized when the carrying value of those assets is not
     recoverable and exceeds its fair value. As of March 31, 2008 and December
     31, 2007, management has determined that no impairment loss is required.

     At such time as commercial production may commence, depletion of each
     mining property will be provided on a unit-of-production basis using
     estimated proven and probable recoverable reserves as the depletion base.
     In cases where there are no proven or probable reserves, depletion will be
     provided on the straight-line basis over the expected economic life of the
     mine.

(e) Asset retirement obligations -

     The Company plans to recognize liabilities for statutory, contractual or
     legal obligations, including those associated with the reclamation of
     mineral and mining properties and any plant and equipment, when those
     obligations result from the acquisition, construction, development or
     normal operation of the assets. Initially, a liability for an asset
     retirement obligation will be recognized at its fair value in the period in
     which it is incurred. Upon initial recognition of the liability, the
     corresponding asset retirement cost will be added to the carrying amount of
     the related asset and the cost will be amortized as an expense over the
     economic life of the asset using either the unit-of-production method or
     the straight-line method, as appropriate. Following the initial recognition
     of the asset retirement obligation, the carrying amount of the liability
     will be increased for the passage of time and adjusted for changes to the
     amount or timing of the underlying cash flows needed to settle the
     obligation.

     The Company has posted reclamation bonds with the State of Nevada
     Reclamation Bond Pool for two of its properties as required by the United
     States Bureau of Land Management, to secure potential clean-up and land
     restoration costs if the projects were to be abandoned or closed. The
     Company has recorded the cost of these bonds as an asset in the
     accompanying balance sheets.

(f) Prepaid offering costs -

     Prepaid offering costs are legal costs relating to the Company's proposed
     initial public registration of its shares. These costs will be charged
     against the proceeds of the Company's initial public offering, if such
     offering occurs, or will be charged to expense if such offering does not
     occur.

                                      -7-
<PAGE>



(g) Income taxes -

     Future tax assets and liabilities are recognized for the future tax
     consequences attributable to the difference between financial statement
     carrying amounts of existing assets and liabilities and their respective
     tax bases. Future tax assets and liabilities are measured using enacted or
     substantively enacted tax rates expected to be recovered or settled. This
     method also requires the recognition of future tax benefits such as
     operating loss carry-forwards to the extent that realization of such
     benefits is more likely than not.

(h) Share-based payments -

     Share-based payments consist of the estimated fair value of stock options
     granted during the period, and are recorded as an expense and an addition
     to additional paid-in capital in accordance with SFAS No. 123 (Revised
     December 2004), "Share-Based Payment".

(i) Loss per share -

     The basic loss per share for the three-month period ended March 31, 2008,
     the three-month period ended March 31, 2007 and the period from inception
     (May 5, 2006) to March 31, 2008 has been computed by dividing the net loss
     by the weighted average number of common shares outstanding during the
     period. Diluted loss per share would reflect the potential dilution of
     common share equivalents, such as outstanding stock options and share
     purchase warrants, in the weighted average number of common shares
     outstanding during the period, if dilutive. For this purpose, the "treasury
     stock method" is used for the assumed proceeds upon the exercise of stock
     options and warrants that are used to purchase common shares at the average
     market price during the year.

     At March 31, 2008 and December 31, 2007, none of the warrants or stock
     options were considered dilutive as the exercise prices of these warrants
     and options substantially exceeded the Company's net tangible book value
     per share.

(j) Foreign currency transactions -

     The Company records foreign currency gains and losses on Canadian business
     transactions. The net loss was $1,134 for the three-month period ended
     March 31, 2008, compared with $Nil for the three-month period ended March
     31, 2007. The net loss for the period from inception (May 5, 2006) to March
     31, 2008 was $34,377.

(k) Fair values of financial instruments -

     The Company has estimated that the carrying amount reported on the balance
     sheets for cash, receivables, mineral property rights, accounts payable and
     accrued liabilities and promissory notes approximates their fair values.

(l) Debt financing costs -

     Debt financing costs represented commission costs and legal fees relating
     to the issuance of promissory notes. These costs were being amortized over
     the life of the promissory notes of two years (see Note 4 (f)).

(m) Exploration stage enterprise -

     SFAS No. 7, "Accounting and Reporting by Development Stage Enterprises",
     establishes accounting and reporting standards for enterprises in the
     development stage. An entity is considered to be in the development stage
     if it is devoting substantially all of its efforts to establishing a new
     business and planned principal operations have not commenced. SFAS No. 7
     requires that the financial statements of a development stage enterprise
     include disclosure of the cumulative results of the Company's operations,
     cash flows, and changes in stockholders' equity (deficit) from the
     inception of the Company's development stage through the date of the
     financial statements.

                                      -8-
<PAGE>



(n) Prior year reclassifications -

     Certain reclassifications have been made to the prior year financial
     statements to conform to the current year presentation.


3.       LITIGATION AND SETTLEMENT OF LAWSUIT

     On September 24, 2007, the Company sued two founders and directors, as well
     as some of their business associates. The lawsuit, which was commenced on
     September 24, 2007 in the Ontario (Canada) Superior Court of Justice in
     Toronto, arose out of certain directors alleged undisclosed control of a
     competing gold exploration company through which they allegedly usurped the
     Company's rightful corporate business opportunities. The lawsuit also
     alleged their breach of fiduciary duty, breach of directors' duties,
     wrongful interference with the Company's economic interests, breach of
     contract, conspiracy and unjust enrichment.

     The Company settled this lawsuit in October 2007. As part of the
     settlement, these two directors resigned, renounced all affiliations with
     the Company and, together with some of their business affiliates and
     associates, assigned and transferred to the Company for nominal
     consideration a total of 19,055,000 shares of the Company's common stock
     held by them, constituting approximately 90% of their collective
     shareholdings. Additionally, these two directors assigned and transferred
     to the Company warrants for the purchase of 6,600,000 common shares,
     constituting 100% of the warrants held by them (see Note 4).


4.       COMMON STOCK AND WARRANTS

(a) Initial public offering of common shares -

     The Company's registration statement on Form SB-2 for an initial public
     offering in the amount of $8,000,000 on an all-or-none basis was declared
     effective by the US Securities and Exchange Commission ("SEC") on May 14,
     2007, at which time the Company commenced receiving investment
     subscriptions. The Company subsequently changed the terms of its offering
     to a $3,000,000 / $8,000,000 mini-max offering and filed an amended
     registration statement with the SEC on June 27, 2007. The Company continued
     to receive subscriptions from investors after filing the amendment. All
     subscription funds were deposited into and held in an escrow account. On
     July 24, 2007, the SEC notified the Company that because of the changed
     offering terms, the revised offering could not continue, and all funds in
     escrow should be returned to the subscribers. Accordingly, the Company
     terminated the offering, and the funds were returned. The Company filed a
     new registration statement with the SEC on December 31, 2007, further
     amended and filed on February 11, 2008 and April 16, 2008, and expects to
     commence its offering upon the amended registration statement being
     declared effective. No subscription funds were held in escrow as of March
     31, 2008 or December 31, 2007.

(b) Private placement of common shares -

     On May 8, 2006, the Company completed a private placement wherein it sold
     for an aggregate of $2,240 (i) an aggregate of 22,400,000 shares of common
     stock at a price of $0.0001 per share, and (ii) a warrant to purchase
     9,900,000 shares of common stock at a price of $1.00 per share, expiring on
     May 9, 2009. Sales of the shares were subject to a Founders Agreement dated
     October 5, 2006, subsequently amended, which restricted resale rights. As

                                      -9-
<PAGE>


     the result of the settlement of the lawsuit described previously (see Note
     3), 12,915,000 shares of common stock were surrendered that had been
     purchased by certain of the Company's founders. On December 4, 2007, Mr.
     James Berns and Mr. Michael Berns, two of the original Company founders,
     voluntarily surrendered an aggregate of 2,000,000 shares of common stock to
     the Company and, in consideration of $2.00, transferred warrants to
     purchase 1,650,000 shares of common stock to Mathewson.

     On May 9, 2006, the Company completed a private placement consisting of
     7,500,000 shares of common stock to Mathewson for proceeds totaling $750.

     On May 10, 2006, the Company completed a private placement consisting of an
     aggregate of 9,550,000 shares of common stock to thirteen investors ("seed
     round investors"). Each share of common stock was sold at a price of
     $0.001. The Company realized proceeds totaling $9,550 from this private
     placement. As the result of the settlement of the Company's lawsuit
     described previously (see Note 3), five of these thirteen investors
     returned to the Company an aggregate of 3,690,000 shares of common stock
     that they had purchased in this private placement. The Company voluntarily
     purchased 2,450,000 shares of common stock from seed round investors at the
     original subscription price.

     In August 2007, the Company completed a private placement consisting of
     666,667 shares of common stock. All 666,667 shares of common stock were
     sold to a single foreign investor for $500,000, (approximately $0.75 per
     share); commissions of $50,000 were paid to third parties in association
     with this transaction, for net proceeds of $450,000. Commissions paid were
     offset against additional paid-in capital. This private placement was
     conducted under Regulation S promulgated under the Securities Act of 1933,
     as amended (Rules 901 through 905 and preliminary notes). The securities
     issued in this private placement were sold to a single foreign accredited
     investor as defined in Rule 501 promulgated under the Securities Act of
     1933, as amended. See Note 11 for a contingent event arising from the
     completion of this private placement.

     On November 7, 2007, the Company completed a private placement consisting
     of 266,667 shares of common stock. All 266,667 shares of common stock were
     sold for $200,000 (approximately $0.75 per share) to a single investor. See
     Note 11 for a contingent event arising from the completion of this private
     placement.

     On November 19, 2007, the Company entered into private placements to sell
     for an aggregate of $4,000 (i) an aggregate of 3,000,000 shares of common
     stock at a price of $0.001 per share, and (ii) a warrant to purchase
     1,000,000 shares of common stock at ten percent over the initial public
     offering price per share, expiring on November 30, 2012. The private
     placements for the shares of common stock were completed in December 2007
     after receipt of the funds for these shares. As of December 31, 2007, the
     Company had not yet received $1,000 in subscription funds to acquire
     1,000,000 of the warrant shares from one of the investors and, accordingly,
     recorded the outstanding amount as a warrant subscription receivable at
     that date. The Company received the outstanding $1,000 in subscriptions
     funds from the private placement completed on January 18, 2008 and recorded
     the proceeds as additional paid-in capital. These private placements were
     made to one of the Company's original seed round investors and certain
     associates and, in effect, constitute a reallocation of the Company's
     original share capital, a significant portion of which was recovered by the
     Company as a result of the settlement of the litigation in October 2007 as
     described in Note 3.

     As of December 7, 2007, the Company's Board of Directors voted to supersede
     the Founders Agreement. Shares under this agreement are subject to
     restrictions on transfer and resale of shares as prescribed by the
     Company's Board of Directors and as may be amended from time-to-time,
     except that all such restrictions shall expire on a date which is two years
     from the date upon which the shares commence trading in the US.

                                      -10-
<PAGE>



(c) Warrants -

     Upon formation of the Company, the founding shareholders subscribed for a
     total of 22,400,000 shares of common stock at a price of $0.0001 per share
     plus share purchase warrants entitling the holders to purchase a total of
     9,900,000 shares at a price of $1.00 per share expiring on May 9, 2009, all
     for total consideration of $2,240.

     As a consequence of the settlement of the lawsuit during October 2007 (see
     Note 3), two directors assigned and transferred to the Company 6,600,000 of
     the Company's warrants, constituting 100% of the warrants held by them.

     On November 19, 2007, the Company entered into private placements to sell
     for an aggregate of $4,000 (i) an aggregate of 3,000,000 shares of common
     stock at a price of $0.001 per share, and (ii) a warrant to purchase
     1,000,000 shares of common stock at ten percent over the initial public
     offering price per share, expiring on November 30, 2012. The private
     placements for the shares of common stock were completed in December 2007
     after receipt of the funds for these shares.

     On December 4, 2007, Mr. James Berns and Mr. Michael Berns, directors of
     the Company, voluntarily assigned an aggregate of 2,000,000 shares of
     common stock to the Company and in consideration of $2.00, transferred
     warrants, to purchase 1,650,000 shares of common stock, to Mathewson.

     On December 7, 2007, the Company's Board of Directors amended the terms of
     outstanding warrants so that their new exercise price is ten percent over
     the initial public offering price per share, expiring on the fifth (5th)
     anniversary of the date that the Company's common stock commences trading
     in the US.

     3,300,000 of the Company's warrants were outstanding as at March 31, 2008
     and December 31, 2007, at an exercise price of ten percent over the initial
     public offering price per share, expiring on the fifth (5th) anniversary of
     the date that the Company's common stock commences trading in the US.

     Given that the Company is in the exploration stage, management has
     allocated the full consideration of proceeds received from all of the stock
     offering to common stock.

(d) Commitment to issue additional shares -

     During May 2006, the Company and Mathewson entered into an agreement
     providing for Mathewson to purchase 7,500,000 shares of the Company's
     common stock at a price of $0.0001 per share. This agreement was amended on
     June 22, 2007 and was further amended on December 13, 2007 (see Note 3 and
     Note 5(a)). Under terms of the agreement, the Company is obligated to issue
     additional shares to Mathewson (at a price of $0.0001 per share) in
     sufficient number so that Mathewson would continue to hold 15% of the then
     issued and outstanding shares of the Company.

                                      -11-
<PAGE>



     In the event that Mathewson should hold more than 15% of the issued and
     outstanding shares at the time the Company meets its funding obligation
     (see Note 5(a)), those excess shares will be deemed to be automatically
     cancelled. In the event that Mathewson should hold less than 15% of the
     issued and outstanding shares at the time the Company meets its funding
     obligation, Mathewson shall have the non-assignable option to purchase from
     the Company, at a price of $0.0001 per share, for a period of thirty (30)
     days from such date, that number of shares such that, after such purchase,
     Mathewson will then own 15% of the outstanding number of shares of the
     Company.

     Shares issued by the Company pursuant to the acquisition of additional
     mineral property rights will be deducted from the total of the shares then
     issued and outstanding for the purposes of calculating the 15% Mathewson is
     entitled to. Shares sold or transferred to other employees of the Company
     by Mathewson must be included for purposes of calculating the 15% Mathewson
     is entitled to.

     These shares are restricted as to sale for the first six months after the
     date the Company's shares become publicly traded in the US and in the event
     of termination of Mathewson's employment prior to February 28, 2010, an
     additional eighteen months from the date of termination.

(e) Share-based payments and employment agreement -

     On September 15, 2006, the Company and its Chief Executive Officer entered
     into an employment agreement which provides, amongst other compensation, an
     option to purchase 1,500,000 shares of common stock over a five-year period
     at a price of $0.25 for the first 500,000 shares and $0.50 for the
     remaining 1,000,000 shares.

<TABLE>
<CAPTION>
     The option vests as follows:

                                                                                       Number of shares
                                                                                       -----------------
<S>                                                                                             <C>
      Upon signing of the agreement                                                             300,000
      Pro-rata on a daily basis until September 14, 2007                                        400,000
      Pro-rata on a daily basis from September 15, 2007 until September 14, 2008                400,000
      Pro-rata on a daily basis from September 15, 2008 until September 14, 2009                400,000
                                                                                       -----------------
           Total                                                                              1,500,000
                                                                                       =================
</TABLE>


     These options fully vest if one person or entity acquires 50% or more of
     the common stock of the Company.

     The fair value of the options was estimated on the date of grant using the
     Black-Scholes option pricing model with the following assumptions: dividend
     yield of 0%; expected volatility of 100%; risk free interest rate of 4.70%;
     and an expected average life of three years. The fair value of the 916,986
     options vested during the period from inception (May 5, 2006) to March 31,
     2008 is estimated to be $351,659 and was expensed in the statement of loss
     for the period from inception (May 5, 2006) to March 31, 2008 (period from
     inception to December 31, 2007: $319,727). The Company expensed $31,932 in
     the statement of loss for the three-month period ended March 31, 2008,
     compared with $32,324 for the three-month period ended March 31, 2007.

     Any shares for which the Chief Executive Officer's option is exercised are
     subject to voluntary resale restrictions prohibiting him from selling more
     than 1% of his share holdings during any consecutive three-month calendar
     period commencing on June 1, 2007 and expiring on August 31, 2008. For
     purposes of this voluntary resale restriction, the Chief Executive
     Officer's share holdings shall be deemed to equal the number of shares for
     which his option has vested.

     The employment agreement also contains a provision which, in the event of
     termination without cause, would require the Company to pay the Chief
     Executive Officer $125,000 (Canadian funds).

                                      -12-
<PAGE>



     On October 31, 2006, the Company entered into an agreement with a
     consultant, which provides the consultant with an option to purchase
     100,000 shares of common stock over a two-year period at a price of $0.50
     per share (Canadian funds). The fair value of the option is estimated using
     the Black-Scholes option pricing model with the following assumptions:
     dividend yield of 0%; expected volatility of 100%; risk free interest rate
     of 4.70%; and an expected average life of two years. The fair value of the
     option granted is estimated to be $28,390 and has been fully expensed in
     the statement of loss for the period from inception (May 5, 2006) to
     December 31, 2006 and recorded as additional paid-in capital; requiring no
     additional expense for the three months ended March 31, 2008 and the three
     months ended March 31, 2007.

(f) Promissory notes converted into common shares -

     During 2006, the Company completed two private placements of two-year
     non-transferable 10% convertible promissory notes with interest payable
     annually. Interest accrued and was payable on the annual anniversary date
     of each note. Note-holders were also entitled to receive one full year of
     interest if the Company successfully registered its common shares with the
     SEC before the first anniversary date of the convertible promissory notes,
     which it did.

     The promissory notes were converted into common shares of the Company at a
     conversion price of $0.25 per share in the case of Series 1 notes and $0.50
     per share in the case of Series 2 notes upon the date of the Company's
     registration statement being declared effective by the SEC on May 14, 2007.

     At May 14, 2007, the Company converted promissory notes totaling $583,500
     and related accrued interest expense of $58,350 (Series 1) and $1,027,000
     and related interest expense of $102,700 (Series 2) into 4,826,800 shares
     of common stock. Total debt financing costs associated with these converted
     promissory notes totaled $187,227. Previously unamortized debt financing
     costs of $157,947, associated with the issuance of these convertible
     promissory notes, were expensed during the year ended December 31, 2007. A
     liability of $15,000 has been recorded for US withholding taxes
     attributable to the interest earned by foreign note holders upon conversion
     of the related notes to common shares. Additional paid-in capital has been
     reduced by the amount of these withholding taxes.

(g) Treasury stock -

     At March 31, 2008 and December 31, 2007, there are 2,000,000 shares of
     common stock held in treasury. No value has been assigned to these shares
     which were surrendered to the Company in December 2007.

(h) Promissory notes issued -

     During the three-month period ended March 31, 2008, the Company completed
     the sale, by way of two agreements, of promissory notes and shares with a
     value of $150,000. No commissions or fees were paid in connection with this
     Regulation S private placement. The notes are payable on the earlier of the
     closing of the Company's public offering or the first anniversary of the
     date of the note and bear 10% interest per annum. In connection with making
     these loans, the note-holders also purchased a total of 30,000 shares of
     common stock, par value $0.000001 per share, at a price of $0.001 per share
     (constituting $30 of the total proceeds of $150,000 received).

                                      -13-
<PAGE>



5.  EXPLORATION PROGRAM FUNDING OBLIGATION AND MINERAL PROPERTY RIGHTS

(a) Exploration program funding obligation -

     As of December 31, 2006 the Company committed, under an agreement with
     Mathewson, to fund its mineral exploration program in the following
     amounts, no later than the following dates:

               May 31, 2007                    $ 500,000
               July 31, 2007                   1,900,000
               January 31, 2008                1,000,000
               July 31, 2008                   1,000,000
               January 31, 2009                  500,000
               April 30, 2009                    500,000
                                          --------------
               Total                          $5,400,000
                                          ==============

     The foregoing exploration-program funding schedule was revised under a
     Letter Agreement between the Company and Mathewson dated June 22, 2007. The
     Company previously met its requirement to provide $600,000 worth of
     exploration funding prior to December 31, 2006.

     On September 14, 2007, the Company received a Notice of Default from
     Mathewson stating that it had failed to meet its obligation to provide an
     aggregate of $1,100,000 in exploration program funding through May 31, 2007
     as required by the Amended and Restated Agreement by and between the
     Company and Mathewson dated November 20, 2006, and as further amended on
     June 22, 2007.

     The Notice of Default stated that if the Company did not cure its default
     and also furnish the additional $900,000 in exploration program funding due
     on October 1, 2007 under the Letter Agreement within 30 days from receipt
     of the Notice of Default, then all of the Company's interests in its
     Crescent Valley North, Robinson Creek, Horse Creek, Indian Creek, and Tempo
     properties would be forfeited to Mathewson. These properties represent all
     of the Company's mineral prospects. The Company subsequently did not meet
     its requirement to provide an additional $900,000 in funding by October 1,
     2007.

     Mathewson also proposed in the Notice of Default that an alternative cure
     for these defaults and for the default of the Company's October 1, 2007
     exploration program funding payment would be for two directors and officers
     to resign their positions with the Company, and for these directors and
     certain related shareholders to surrender all of the Company's shares of
     stock in which they have an ownership interest and to execute releases of
     any and all claims that they may have against the Company. The Notice of
     Default also states that this alternative cure must be made by October 17,
     2007. The two directors in question did not comply with Mathewson's demand
     and the Company launched a lawsuit against these directors, as discussed
     previously in Note 3.

     The Company settled this lawsuit in October 2007. Mathewson withdrew and
     cancelled the Notice of Default and entered into a revised funding
     obligation agreement with the Company on December 13, 2007. Under this
     revised agreement, the Company committed to fund its mineral exploration
     program in the following amounts, not later than the following dates:

              March 31, 2008                  $2,000,000
              March 31, 2009                   2,000,000
              March 31, 2010                   2,000,000
                                         ---------------
              Total                           $6,000,000
                                         ===============






     In addition to funding its exploration program, the Company is required to
     fund its other activities, including legal, accounting, travel and other
     costs.

                                      -14-
<PAGE>


     Furthermore, the Company's funding obligations to Mathewson would be deemed
     to be satisfied upon the earlier of:

          (i)  the date upon which the cumulative sum of $6,000,000 has been
               expended on exploration costs, or
          (ii) the date upon which funds in the amount of $6,000,000 (less the
               amount of exploration costs previously expended) is set aside and
               reserved to pay for exploration costs, provided the Company has
               also set aside funds to pay for general and administrative
               expenses in an amount equal to 50% of the funds set aside to pay
               for exploration costs.

     The Company did not meet the requirement to provide $2,000,000 in funding
     by March 31, 2008. On April 1, 2008, Mathewson extended the deadline for
     that financing tranche by 90 days to June 29, 2008. If the Company is
     unable to meet this extended deadline and Mathewson thereupon advises the
     Company that it is in default, the Company will then have an additional 90
     days following such notice to cure such default. In the event that the
     Company is unable to cure its default, its rights to its leased Crescent
     Valley North ("CVN") (see Note 5(b)), Robinson Creek ("RC") (see Note
     5(c)), Horse Creek ("HC") (see Note 5(d)), and Tempo (see Note 5(e))
     properties, as well as to its staked Indian Creek ("IC") (see Note 5(f))
     property, will be cancelled and of no further force or effect. The Company
     will then have no interest in and to any and all such properties. Mathewson
     will have the option to enter onto and take possession of the properties at
     the Company's expense. The Company's CVN, RC and HC properties are leased
     from KM Exploration Ltd. ("the Lessor"), a Nevada corporation in which
     Mathewson has a 50% ownership interest.

     Upon termination of its leases for any reason, the Company is required to
     remove all the equipment it may have installed on the leased properties and
     will be responsible for reclamation of those areas disturbed by the
     Company's activities. All of the Company's leases have been accounted for
     as operating leases.

(b) CVN lease -

     On July 17, 2006, the Company entered into a mining lease agreement with
     the Lessor to lease a group of 151 unpatented lode mining claims known as
     the "CVN" group.

     The term of this lease is initially ten years. This lease may be extended
     in five year increments thereafter for a total lease term of thirty years.
     The Company can terminate the lease at any time upon 60 days advance
     notice.

     Until production is achieved, the following lease payments are required:

              Anniversary of effective date          Annual lease
                      of agreement                     payment
         --------------------------------------    ---------------
         Upon signing of the lease                     $13,333
         Years 1 through 4                              13,333
         Years 5 through 9                              26,667
         All years thereafter                           43,333

     Once production is achieved from this property, the lease requires the
     Company to pay the Lessor the greater of:

          (i)  a royalty on production equal to 3% of net smelter returns (money
               which the smelter or refinery pays the mining operator for the
               mineral product), or

                                      -15-
<PAGE>

          (ii) the lease payments as per the above table.

     The Company has the right at any time during the lease agreement to
     purchase a maximum of two "points" of the Lessor's three percent (3%) gold
     production royalty, thereby reducing the Lessor's gold production royalty
     to one percent (1%). Each "point" is equivalent to 1% of net smelter
     returns. The purchase price for each royalty "point" shall be as follows:

           Average price of gold for the                Price per
              preceding thirty days                   royalty point
       ---------------------------------------        -------------
       $300.00 per ounce and lower                    $2,000,000
       $300.01 to $400.00 per ounce                    2,500,000
       $400.01 to $500.00 per ounce                    3,000,000
       $500.01 to $600.00 per ounce                    4,000,000
       $600.01 to $700.00 per ounce                    5,000,000
       $700.01 to $800.00 per ounce                    6,000,000
       $800.01 to $900.00 per ounce                    7,000,000

     The Company shall have the right to purchase less than a full royalty
     "point," at a pro-rata price.

(c) RC lease -

     On July 17, 2006, the Company entered into a mining lease agreement with
     the Lessor to lease a group of 91 unpatented lode mining claims known as
     the "RC" group.

     The term of this lease is initially ten years. This lease may be extended
     in five year increments thereafter for a total lease term of thirty years.
     The Company can terminate the lease at any time upon 60 days advance
     notice.

     Until production is achieved, the following lease payments are required:

               Anniversary of effective date         Annual lease
                       of agreement                    payment
              ------------------------------    -------------------
              Upon signing of the lease                $10,000
              Years 1 through 4                         10,000
              Years 5 through 9                         20,000
              All years thereafter                      32,500

     Once production is achieved from this property, the lease requires the
     Company to pay the Lessor the greater of:

          (i)  a royalty on production equal to 2.5% of net smelter returns
               (money which the smelter or refinery pays the mining operator for
               the mineral product), or
          (ii) the lease payments as per the above table.

     The Company has the right at any time during the lease agreement to
     purchase a maximum of one-and-one-half (1.5) "points" of the Lessor's
     two-and-one-half percent (2.5%) gold production royalty, thereby reducing
     the Lessor's gold production royalty to one percent (1%). Each "point" is
     equivalent to 1% of net smelter returns. The purchase price for each
     royalty "point" shall be as follows:

                                      -16-
<PAGE>

           Average price of gold for the                Price per
              preceding thirty days                   royalty point
       ---------------------------------------        -------------
            $300.00 per ounce and lower                 $2,000,000
            $300.01 to $400.00 per ounce                 2,500,000
            $400.01 to $500.00 per ounce                 3,000,000
            $500.01 to $600.00 per ounce                 4,000,000
            $600.01 to $700.00 per ounce                 5,000,000
            $700.01 to $800.00 per ounce                 6,000,000
            $800.01 to $900.00 per ounce                 7,000,000

     The Company shall have the right to purchase less than a full royalty
     "point," at a pro-rata price.

(d) HC lease -

     On July 17, 2006, the Company entered into a mining lease agreement with
     the Lessor to lease a group of 189 unpatented lode mining claims known as
     the "HC" group.

     The term of this lease is initially ten years. This lease may be extended
     in five year increments thereafter for a total lease term of thirty years.
     The Company can terminate the lease at any time upon 60 days advance
     notice.

     Until production is achieved, the following lease payments are required:

               Anniversary of effective date         Annual lease
                       of agreement                    payment
              ------------------------------    -------------------
                Upon signing of the lease               $10,000
                Years 1 through 4                        10,000
                Years 5 through 9                        20,000
                All years thereafter                     32,500

     Once production is achieved from this property, the lease requires the
     Company to pay the Lessor the greater of:

          (i)  a royalty on production equal to 2.5% of net smelter returns
               (money which the smelter or refinery pays the mining operator for
               the mineral product), or
          (ii) the lease payments as per the above table.

     The Company has the right at any time during the lease agreement to
     purchase a maximum of one-and-one-half (1.5) "points" of the Lessor's
     two-and-one-half percent (2.5%) gold production royalty, thereby reducing
     the Lessor's gold production royalty to one percent (1%). Each "point" is
     equivalent to 1% of net smelter returns. The purchase price for each
     royalty "point" shall be as follows:

           Average price of gold for the                Price per
              preceding thirty days                   royalty point
       ---------------------------------------        -------------
               $300.00 per ounce and lower               $2,000,000
               $300.01 to $400.00 per ounce               2,500,000
               $400.01 to $500.00 per ounce               3,000,000
               $500.01 to $600.00 per ounce               4,000,000
               $600.01 to $700.00 per ounce               5,000,000
               $700.01 to $800.00 per ounce               6,000,000
               $800.01 to $900.00 per ounce               7,000,000

                                      -17-
<PAGE>


     The Company shall have the right to purchase less than a full royalty
     "point," at a pro-rata price.

(e) Tempo lease -

     The Company entered into a lease with the Lyle F. Campbell Trust of Reno,
     Nevada on May 18, 2007. The lease was assigned by Lyle F. Campbell Trust to
     Gold Standard Royalty Corp. in December 2007. The lease is for an initial
     period of ten years and may be extended in five year increments for up to a
     total term of 99 years. The Company may terminate this lease at any time.
     Until production is achieved, lease payments (deemed "advance minimum
     royalties") consist of an initial payment of $5,000, which was made upon
     the effectiveness of the lease, followed by annual payments according to
     the following schedule:

        Due date of advance                  Amount of advance
      minimum royalty payment             minimum royalty payment
    --------------------------------      -------------------------------------
    January 15, 2008                             $10,000
    January 15, 2009                              15,000
    January 15, 2010                              30,000
    January 15, 2011                              45,000
    January 15, 2012 and annually          The greater of $60,000 or the dollar
       thereafter during the term            equivalent of 90 ounces of gold
       of the lease


     In the event that the Company produces gold or other minerals from this
     property, the lease payments will be the greater of:

          (i)  the advance minimum royalty payments according to the table
               above, or
          (ii) a production royalty equal to 4% of the gross sales price of any
               gold, silver, platinum or palladium recovered plus 2% of the
               gross sales price of any other minerals that the Company has
               recovered.

     The lease expressly states that the Company has no rights to any oil, gas,
     hydrocarbons and geothermal resources that may be found on the property.

     Under certain conditions, Gold Standard Royalty Corp. may elect to take its
     production royalty in-kind rather than cash. In the event that the Company
     produces gold or other minerals from this property and pays Gold Standard
     Royalty Corp. a production royalty, then, within any one calendar year, the
     Company may use 100% of that year's advance minimum royalty payment as a
     credit against its production royalties payable for that year. If
     production royalty payments payable for that year are greater than the
     Company's advance minimum royalty payment paid for that year, then the
     Company can credit all advance minimum royalty payments made in previous
     years against 50% of the production royalty payable for that year.


     In the event that Gold Standard Royalty Corp. is paid a production royalty
     by the Company, the Company has the option to repurchase up to two points
     of the royalty payable on gold, silver, platinum or palladium, which would
     have the effect of thereafter permanently reducing the Lessor's production
     royalty on gold, silver, platinum or palladium from 4% to 2% of the

                                      -18-
<PAGE>

     Company's gross sales price for those minerals. The purchase price for each
     royalty "point" shall be according to the following schedule:

                    Royalty point              Purchase price
                   ------------------        ------------------
                   First 1%                       $1,500,000
                   Second 1%                       3,000,000

     The Company does not have the option to purchase the remaining 2%
     production royalty on gold, silver, platinum or palladium or the 2%
     production royalty applicable to all other minerals.

     The lease requires the Company to perform $25,000 worth of physical work
     annually on the property for 2007, 2008 and 2009. Starting in 2010 and
     thereafter, the Company must perform a minimum of $50,000 worth of work
     annually on the property, of which at least $25,000 is physical work.

(f) Staked claims -

          (i)  Indian Creek -

               The Company spent $27,952 on staking 88 claims comprising a
               contiguous claim group, named Indian Creek by the Company,
               located on the Independence-Eureka gold trend approximately five
               miles south of the Company's RC project.

6.   PROPERTY

     Property consists of the cost of mineral property rights, as follows:
<TABLE>
<CAPTION>


                             March 31, 2008                                     December 31, 2007
             ------------------------------------------------   --------------------------------------------------
                               Acquisition                                         Acquisition
              Acquisition     related legal                       Acquisition     related legal
                 cost            fees               Total            cost             fees              Total
             --------------  ---------------  ---------------   ---------------   ---------------  ---------------
<S>                <C>              <C>             <C>                <C>               <C>             <C>
CVN lease          $26,667          $12,312         $ 38,979           $26,667           $12,312         $ 38,979
RC lease            20,000           10,311           30,311            20,000            10,311           30,311
HC lease            20,000           10,311           30,311            20,000            10,311           30,311
Tempo lease         15,000               -            15,000             5,000                -             5,000
IC staked           10,000           17,952           27,952            10,000            17,952           27,952
             --------------  ---------------  ---------------   ---------------   ---------------  ---------------
   Total           $91,667          $50,886         $142,553           $81,667           $50,886         $132,553
             ==============  ===============  ===============   ===============   ===============  ===============
</TABLE>

                                      -19-
<PAGE>


7.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

     Accounts payable and accrued liabilities include the following:
<TABLE>
<CAPTION>

                                                               March 31, December 31,
                                                                  2008      2007
                                                               --------   --------
Accounts payable-
<S>                                                            <C>        <C>
  Accrued legal fees                                           $303,656   $262,868
  Accrued audit and other fees                                   35,000     35,000
  Accrued consulting and accounting fees                          4,164     24,898
  Accrued withholding taxes on interest paid to foreign note
      holders (see Note 4(f))                                    15,000     15,000
  Accrued exploration and field employee costs                    6,901      7,487
  Accrued wages and employee deductions                          21,346      2,180
  Accrued office expenses                                           961        751
                                                               --------   --------
       Total                                                   $387,028   $348,184
                                                               ========   ========

Accounts payable to related parties-
  Accrued consulting, rent and accounting fees (Note 9)        $ 14,890   $ 18,096
  Accrued travel and office expenses (Note 9)                    12,492       --
  Accrued legal costs - related parties (Note 9)                 30,408     30,408
  Accrued exploration costs - related parties (Note 9)           51,000     30,000
                                                               --------   --------
       Total                                                   $108,790   $ 78,504
                                                               ========   ========
</TABLE>



8.       INCOME TAXES

     The components of the Company's deferred tax asset are as follows:

                                                     March 31,      December 31,
                                                       2008             2007
                                                     ---------        ---------
Net operating loss carry-forward                     $ 802,000        $ 723,000
Share-based payments                                   123,000          112,000
Exploration costs                                       58,000           51,000
                                                     ---------        ---------
   Total deferred tax asset                            983,000          886,000
Valuation allowance                                   (983,000)        (886,000)
                                                     ---------        ---------
   Net deferred tax asset                            $    --          $    --
                                                     =========        =========

     The Company has recorded a valuation allowance sufficient to fully reserve
     the deferred tax asset as realization of the deferred tax asset is not
     reasonably assured because of the Company's loss since inception.
     Management evaluates the need for a valuation allowance periodically.

     At March 31, 2008, the Company had net operating loss carry-forwards of
     approximately $2,261,000 that may be used in future years to offset federal
     taxable income. Such carry-forwards begin expiring in 2026.


9.   RELATED PARTY TRANSACTIONS

     During the period from inception (May 5, 2006) to December 31, 2006, the
     Company entered into an employment agreement with Mathewson. This agreement
     requires the Company to pay Mathewson a net smelter royalty ("NSR") of 1%
     for all prospects generated by him and which are acquired for staking by
     the Company, exclusive of the CVN, HC and RC properties described in Note
     5. Mathewson is also granted a 1/2% NSR for all prospects he generates
     which are subsequently leased by the Company, as long as the lease carries
     a maximum NSR of 4% (including the 1/2%) and such lease does not adjoin
     claims from which he is otherwise entitled to receive NSRs. The Company may
     purchase such 1/2% NSR relating to leased prospects for $250,000.

                                      -20-
<PAGE>


     During the three-month period ended March 31, 2008, the Company incurred
     consulting fees of $Nil and paid expenses of $Nil to firms controlled by
     two former directors. The Company incurred consulting fees and paid
     expenses to two former directors of $27,341 and $3,523, respectively for
     the three-month period ended March 31, 2007. For the period from inception
     (May 5, 2006) to March 31, 2008 the Company incurred consulting fees and
     paid expenses of $112,521 and $77,405 respectively. These directors
     subsequently resigned as part of the settlement referred to in Note 3.

     During the three-month period ended March 31, 2008, the Company paid legal
     fees of $Nil to a legal firm controlled by two directors (three-month
     period ended March 31, 2007: $Nil). For the period from inception (May 5,
     2006) to March 31, 2008, the Company incurred legal expenses of $85,253
     with this firm, of which $20,000 has been capitalized to mineral property
     rights, $17,500 had been charged to debt financing costs (see Note 4(f)),
     $25,000 has been charged to prepaid offering costs, and the remainder has
     been charged to legal expense. The Company has accrued $19,890 in travel
     and business development costs at March 31, 2008, to reimburse one of the
     directors for expenses incurred while working on Company matters.

     In July 2007, three of the Company's directors and a former Company
     director advanced the Company a total of $30,000 for exploration costs (see
     Note 7). No terms of repayment have been set for these advances.

     During the three-month period ended March 31, 2008, the Company paid a
     company controlled by the Corporate Secretary $12,500 in consulting fees
     and general administration costs, compared with $8,777 for the three-month
     period ended March 31, 2007. For the three-month period ended March 31,
     2008, the Company also paid a company controlled by the Corporate Secretary
     $Nil in rent for the corporate head office, compared with $12,086 for the
     three-month period ended March 31, 2007. For the period from inception (May
     5, 2006) to March 31, 2008, the Company paid $50,793 in consulting fees and
     general administration costs, as well as $39,681 in rent.

     During the three-month period ended March 31, 2008, the Company paid
     $15,000 to a firm of which the Chief Financial Officer ("CFO") is a
     principal. During the three-month period ended March 31, 2007, the Company
     paid $9,450 to another firm, of which the CFO was the managing partner. For
     the period from inception (May 5, 2006) to March 31, 2008, the Company paid
     $63,662 in accounting and CFO fees to firms of which the CFO is or
     previously was a principal or partner.

     On December 10, 2007, the Company entered into an engagement agreement with
     Viewpoint Securities, LLC ("Viewpoint"), a broker-dealer, with which one of
     the Company's shareholders is affiliated. Under this agreement, the Company
     retained Viewpoint as an exclusive advisor to provide corporate finance and
     investment banking related advice. The Company paid Viewpoint a $25,000
     retainer. The agreement with Viewpoint is in effect until December 31, 2010
     and may be renewed thereafter. Under the terms of the agreement, during the
     term of the agreement and for a period of three years thereafter, the
     Company will pay Viewpoint a cash fee equal to 3.5% of the value of any
     strategic partnership, joint or collaborative venture, strategic alliance
     or similar transaction with persons or entities introduced to the Company
     by Viewpoint during the term of the agreement. During the term of the
     agreement and for a period of two years thereafter, for any investor
     identified by Viewpoint during the term of the agreement who participates
     in an equity financing, the Company will pay Viewpoint a 10% cash
     commission and issue Viewpoint warrants to purchase shares of common stock
     equal to 10% of the value of the equity purchased by such investor. During
     the term of the agreement and for a period of two years thereafter, the
     Company will also pay Viewpoint a commission, based upon gross proceeds
     raised, to the extent that they identify any investors during the term of
     the agreement who participate in debt offerings. The agreement with
     Viewpoint requires the Company to admit a representative of Viewpoint as a
     non-voting observer to meetings of the Company's Board of Directors and to
     copy Viewpoint on all actions taken by unanimous written consent in lieu of
     a meeting of the Board of Directors.

                                      -21-
<PAGE>



10.   CONCENTRATIONS OF CREDIT RISK

     At March 31, 2008 and December 31, 2007, substantially all of the Company's
     cash is held in US dollar denominated accounts within the US. The Company
     has not experienced losses on such accounts, nor does the Company believe
     that there is significant risk of loss on such accounts.

     At March 31, 2008 and December 31, 2007, all of the Company's mineral
     property rights were geographically concentrated in the State of Nevada.


11.   CONTINGENCIES

     The Subscription Agreement for the private placement of 666,667 shares of
     common stock (see Note 4(b)) contains an anti-dilution provision under
     which, upon the effective date of the amended registration statement
     contemplated under Note 4(a), the purchaser will be issued an additional
     estimated 509,804 shares of common stock (dependent on the share price of
     the public offering contemplated in Note 4(a)). Including these estimated
     additional shares of common stock expected to be issued as a result of
     these anti-dilution provisions, the purchaser will acquire a total of
     1,176,471 shares of common stock in this private placement (corresponding
     to approximately $0.43 per share).

     The subscription agreement for the private placement of 266,667 shares of
     common stock (see Note 4(b)) contains an anti-dilution provision under
     which, subsequent to the filing of the amended registration statement
     contemplated under Note 4(a), the number of shares deemed purchased by this
     purchaser will be adjusted by an estimated additional 266,666 shares of
     common stock (dependent on the share price of the public offering
     contemplated in Note 4(a)) above the 266,667 shares of common stock
     purchased in this transaction. Including these estimated additional shares
     of common stock expected to be issued to this purchaser as a result of
     these anti-dilution provisions, the purchaser will acquire a total of
     533,333 shares of common stock in this private placement (corresponding to
     approximately $0.38 per share).

     Title searches have been conducted on the CVN, RC and HC properties. These
     searches have indicated that although the Company's title to the properties
     is defensible, there are potentially conflicting claims which may impair
     title to certain portions of the Company's claims. The Company is not
     insured against challenges, impairments or defects to its property title.
     The Company has not conducted a title survey on the Tempo property or the
     Indian Creek staked claims.

                                      -22-



                                     * * *


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.

         The following is management's discussion and analysis of the financial
condition and results of operations of Gold Run Inc., (the "Company", or "Gold
Run"), for the three months ended March 31, 2008, and its financial position as
at March 31, 2008, and should be read in conjunction with the Company's audited
financial statements for the year ended December 31, 2007, including the notes
thereto, and with the Company's unaudited financial statements for the three
months ended March 31, 2008, including the notes thereto.

         The Company's financial statements have been prepared in accordance
with United States generally accepted accounting principles ("GAAP"). All
figures are in US dollars, unless otherwise noted.

         Additional information relating to the Company has been filed
electronically through the Electronic Data Gathering, Analysis, and Retrieval
system ("EDGAR") and is available online at www.sec.gov/edgar.

         The date of this management's discussion and analysis is May 19, 2008.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

         This discussion and analysis may contain forward-looking statements
that are based on the Company's expectations, estimates and projections
regarding its business and the economic environment in which it operates. These
statements speak only as of the date on which they are made, are not guarantees
of future performance and involve risks and uncertainties that are difficult to
control or predict. Actual outcomes and results may differ materially from those
expressed in these forward-looking statements and readers should not place undue
reliance on such statements.

         Certain information included in this discussion and analysis may
constitute forward-looking information within the meaning of securities laws. In
some cases, forward-looking information can be identified by the use of terms
such as "may", "might", "would", "should", "could", "expect", "believe", "plan",
"estimate", "forecast", "predict", "potential", "continue", "anticipate",
"project", "pro-forma", "strategy", "attempt", "develop", "help", "future" or
other similar expressions concerning matters that are not historical facts.
Forward-looking information may relate to management's future outlook and
anticipated events or results, and may include statements or information
regarding the future plans or prospects of the Company. Forward-looking

                                      -23-
<PAGE>

statements are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by management, are inherently subject to
significant business, economic and competitive uncertainties and contingencies.
Although the Company believes that its expectations reflected in these
forward-looking statements are reasonable, such statements involve risks and
uncertainties and no assurance can be given that actual results will be
consistent with these forward-looking statements.

         Although the Company has attempted to identify important factors that
could cause actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or intended.
Forward-looking statements are not guarantees of future performance and there
can be no assurance that forward-looking statements will prove to be accurate,
as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. These forward-looking statements are
made as of the date hereof and the Company takes no responsibility to update
them or to revise them to reflect new events or circumstances, except as
required by law.

<TABLE>
<CAPTION>

SELECTED QUARTERLY, ANNUAL AND CUMULATIVE FROM INCEPTION INFORMATION

--------------------------------- ----------------------------------------- ------------------ ---------------------
                                                                                               Cumulative from
                                                                                               inception (May 5,
                                                                            Year Ended         2006) to
                                             Three Months Ended             December 31, 2007  March 31, 2008
--------------------------------- ----------------------------------------- ------------------ ---------------------
                                  March 31, 2008       March 31, 2007
--------------------------------- -------------------- -------------------- ------------------ ---------------------
<S>                               <C>                  <C>                  <C>                <C>
Total Revenues                    $           Nil      $             Nil    $             Nil  $              Nil
--------------------------------- -------------------- -------------------- ------------------ ---------------------
Net Loss                          (280,808)            (322,092)            (1,859,942)        (2,980,370)
--------------------------------- -------------------- -------------------- ------------------ ---------------------
Loss Per Share                    (0.010)              (0.008)              (0.047)            (0.079)
--------------------------------- -------------------- -------------------- ------------------ ---------------------
Cash                              4,265                480,803              35,954             4,265
--------------------------------- -------------------- -------------------- ------------------ ---------------------
Total Assets                      445,247              860,426              467,493            445,247
--------------------------------- -------------------- -------------------- ------------------ ---------------------
Total Liabilities                 653,288              1,786,370            426,688            653,288
--------------------------------- -------------------- -------------------- ------------------ ---------------------
Shareholders' Equity (Deficit)    (208,041)            (925,944)            40,805             (208,041)
--------------------------------- -------------------- -------------------- ------------------ ---------------------
Exploration costs                 70,145               56,768               443,886            810,068
--------------------------------- -------------------- -------------------- ------------------ ---------------------
Share-based payments              31,932               32,324               128,823            351,659
--------------------------------- -------------------- -------------------- ------------------ ---------------------
Interest expense on promissory    7,500                40,263               110,906            168,550
notes
--------------------------------- -------------------- -------------------- ------------------ ---------------------
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

         On March 31, 2008 the Company had cash and cash equivalents of $4,265,
a decrease in $31,689 from the $35,954 it had on December 31, 2007. This
decrease is due to cash expenditures on legal, consulting and administrative
activities. As described in greater detail below, the Company intends to raise
funds through its planned public offering. To the extent that it is able to do
so, the Company may also raise funds through additional private placements of
its securities, including but not limited to promissory notes, warrants and
shares of common stock. At this time, the Company has no additional sources of
liquidity.

                                      -24-
<PAGE>


         During the three-month period ended March 31, 2008, the Company
completed the sale of promissory notes with a value of $150,000. No commissions
or fees were paid in connection with this Regulation S private placement. The
notes are payable on the earlier of the closing of the Company's public offering
or the first anniversary of the date of the note and bear 10% interest per
annum. In connection with making these loans, the note-holders also purchased a
total of 30,000 shares of common stock, par value $0.000001 per share, at a
price of $0.001 per share.

         Under the Company's Funding Obligation Agreement with its President and
Chief Geologist, David Mathewson ("Mathewson"), discussed in notes 2(a) and 5(a)
of the unaudited financial statements for the three month period ended March 31,
2008, the Company is required to fund its exploration program with $2,000,000 by
March 31, 2008, with an additional $2,000,000 due by March 31, 2009, and an
another $2,000,000 due by March 31, 2010. We were unable to fund our exploration
financing tranche in the amount of $2,000,000 due on March 31, 2008. On April 1,
2008, Mr. Mathewson extended the deadline for that financing tranche by 90 days
to June 29, 2008. If we are unable to meet this extended deadline and Mr.
Mathewson thereupon advises us that we are in default, we will then have an
additional 90 days following such notice to cure such default. We anticipate
that we will be able to meet this obligation without penalty if our pending
public offering is declared effective by the SEC in the near future. However, in
the event we are unable to raise the required funds, we will need to seek
additional financing and/or renegotiate our contract with Mathewson. In the
event the Company is unable to do so, the Company will lose all of its interests
in its mining properties.

         Assuming the Company fulfills its funding obligations with Mathewson,
the Company intends to continue with the exploration of its properties. The
Company's operating and capital expenditures are expected to increase in
subsequent periods with the advancing of exploration and development activities.
The amounts and timing of expenditures will depend on the progress of ongoing
exploration and development activities. Reference is made to the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2007, as amended,
originally filed with the SEC on April 15, 2008 (SEC File No. 333-139412), for a
description of the Company's planned exploration on each of its properties.
Although the Company's historical capital needs have been met by the sales of
common stock, and promissory notes, there can be no assurance such financing
will be available in the future on favorable terms, if at all.

         We estimate that we will require approximately $5.2 million through May
31, 2009 to satisfy our exploration funding requirements with Dave Mathewson,
conduct our planned exploration programs, conduct follow-up work on our
exploration projects currently in progress, and pay our estimated administrative
expenses, lease payments and estimated claim maintenance costs. We intend to
raise these funds through our planned public offering. In the event we raise
only the minimum from our planned $4,000,000-$10,000,000 minimum-maximum public
offering, we will need to raise additional funds to meet our financial needs.

                                      -25-
<PAGE>


         Even if the Company raises the maximum from its planned public
offering, the Company will require substantial additional funds to further
explore and, if warranted, develop one or more of its exploration properties.
The Company has limited financial resources and no current source of recurring
revenue, and there is no assurance that additional funding will be available to
the Company to carry out the completion of its planned exploration activities,
for additional exploration or for the substantial capital that is typically
required in order to place a property into commercial production. There can be
no assurance that the Company will be able to obtain adequate financing in the
future or that the terms of such financing will be favorable. Failure to obtain
such additional financing could result in the delay or indefinite postponement
of further exploration and property development. The terms of any additional
financing obtained by the Company could result in substantial dilution to the
shareholders of the Company.

RESULTS OF OPERATIONS

         The Company has no operating revenues and relies on external financings
to generate capital. As a result of its activities, Gold Run continues to incur
annual net losses.

         For the three months ended March 31, 2008, Gold Run incurred a net loss
of $280,808 compared with $322,092 for the three months ended March 31, 2007.
The decrease in loss of $41,284 is attributable predominantly to a decrease of
$30,492 in consulting and professional fees and a decrease in amortization of
debt financing costs of $23,403. Since our inception on May 6, 2006 through
March 31, 2008, Gold Run incurred a net loss of $2,980,370.

         We have commenced the initial exploration work on four of our
properties. The total planned initial exploratory work for all five properties
is estimated to be approximately $988,000, of which approximately $810,000 has
been spent through March 31, 2008. Completing the first stage for all five
properties, and a second stage of work on three of our properties, is estimated
to cost approximately $1,678,000. We will require the proceeds of our pending
public offering to perform the initial exploration work on two of our properties
and to follow-up our initial exploratory work on three of our properties.

         In addition, we intend to seek out and acquire additional mining
prospects in Nevada and elsewhere. In the event that we acquire additional
mining prospects, we may decide to accordingly modify our planned exploration
programs for our existing properties.

         Reference is made to our Annual Report on Form 10-KSB for the year
ended December 31, 2007, as amended, originally filed with the SEC on April 15,
2008 (SEC File No. 333-139412), for a detailed description of our properties and
planned exploration programs.

                                      -26-
<PAGE>

CASH FLOWS

          Cash used by operating activities for the three months ended March 31,
2008 was $172,689 (three months ended March 31, 2007: $319,732). This is
primarily due to a $15,274 increase in net loss before amortization, non-cash
share-based payments and non-cash interest expense offset by a $162,760 increase
in accounts payable and accrued liabilities. Cash used in operating activities
since our inception on May 6, 2006 through March 31, 2008 was $1,866,944. The
Company intends to raise funds through its planned public offering in order to
meet its operating cash flow needs.

         Cash used in investing activities for the three months ended March 31,
2008 was $10,000 (three months ended March 31, 2007: $25,000). Cash used in
investing activities since our inception on May 6, 2006 through March 31, 2008
was $176,188. The amounts represent payments to acquire mineral property rights
or reclamation bonds during the related periods.

         Cash provided by financing activities for the three months ended March
31, 2008 was $151,000 (three months ended March 31, 2007: cash used by financing
activities of $29,811). Cash provided by financing activities since our
inception on May 6, 2006 through March 31, 2008 was $2,047,937. Cash provided by
financing activities are primarily attributed to proceeds received from the sale
and issuance of promissory notes, warrants and common stock during the related
periods. These amounts are offset by cash used by financing activities which
consist of payments of debt financing costs, offering costs and re-purchase of
common stock during the related periods.

OFF-BALANCE SHEET TRANSACTIONS

         The Company does not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         This item is not applicable to the registrant as it is a smaller
reporting company as defined in Item 10 of Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

         The Company maintains disclosure controls and procedures, as such term
is defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), designed to ensure that
information required to be disclosed in the Company's reports filed under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow for timely decisions regarding required disclosure. In
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its judgment in
evaluating the cost benefit relationship of possible controls and procedures.

                                      -27-
<PAGE>


         The Company has evaluated, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, the effectiveness of the operation of the Company's
disclosure controls and procedures as of the end of the fiscal quarter covered
by this report. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objective, and our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at the reasonable assurance level as of March 31, 2008.

         After management concluded, as described in the next subsection below,
that our internal control over financial reporting was not effective as of
December 31, 2007, our Chief Executive Officer and our Chief Financial Officer
reassessed the effectiveness of our disclosure controls and procedures as of
March 31, 2008. They concluded that although our disclosure controls and
procedures were effective as of March 31, 2008, they could be strengthened. As
part of our response to the material weakness to our internal control over
financial reporting described in the next subsection below, following our fiscal
quarter ended March 31, 2008, we implemented the following measures intended to
strengthen our disclosure controls and procedures:

     o    Written schedules will be provided by management to all members of the
          board of directors of the final deadlines and our internal, interim
          deadlines for preparation and filing of financial statements and other
          regulatory reports. These written schedules will identify the
          person(s) responsible for the preparation of financial statements and
          regulatory reports;

     o    Board of directors meetings will be held no less than quarterly to
          ensure that these measures are functioning as intended.

INTERNAL CONTROL OVER FINANCIAL REPORTING

         There was no change to our internal control over financial reporting
that occurred during the fiscal quarter ended March 31, 2008. However, there
were important developments affecting our internal control over financial
reporting which occurred during that time.

         The term internal control over financial reporting is defined in Rule
13a-15(f) or Rule 15d-15(f) promulgated under the Exchange Act as a process
designed by, or under the supervision of, our principal executive and principal
financial officers and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that: (i) pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect our transactions
and the dispositions of our assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the
financial statements.

                                      -28-
<PAGE>


         In late March, 2008, in the course of auditing our financial results
for the year ended December 31, 2007 and their contemporaneous review of our
internal controls, the independent public accountants brought to our attention
several control deficiencies which they believed constituted, in the aggregate,
a material weakness in our internal control over financial reporting as of
December 31, 2007. We agreed that a material weakness existed as of December 31,
2007 with respect to our internal control over financial reporting. The specific
deficiencies identified by the independent public accountants were:

     o    We did not sufficiently segregate financial responsibilities for
          authorizing, approving and reconciling transactions.

     o    We misclassified certain expenditures and we failed to properly record
          and account for certain expenses as they were incurred, resulting in
          the publication of incorrect unaudited financial statements on Form
          10-QSB for the quarter ended September 30, 2007. We do not believe
          that these errors in recording and accounting, either individually or
          in the aggregate, had a material impact upon our financial statements
          and positions as of March 31, 2008.

     o    We failed to have the financial statements for the quarter ending
          September 30, 2007 reviewed by an independent public accountant prior
          to our publication of them, and failed to disclose that there was no
          such independent review, as is required by SEC regulations. We
          subsequently corrected those financial statements, which were reviewed
          by independent public accountants and published by us in our amended
          Form 10-QSB dated February 11, 2008.

         The deficiencies were in part the result of our small size and limited
resources. We only have one full-time administrative employee, the Chief
Executive Officer, and our Chief Financial Officer works for us on a part-time
basis.

         The material weakness to our internal control over financial reporting
manifested itself on November 19, 2007, which is the date that we filed our
quarterly report on Form 10-QSB for the fiscal quarter ended September 30, 2007
without first submitting the financial statements contained in that report for
review by the independent public accountants as required by SEC regulations. The
filing of that quarterly report without such prior review was a key element of
the material weakness to our internal control over financial reporting. All of
our financial statements contained in our reports filed prior to November 19,
2007 had been reviewed by independent public accountants prior to filing, as
have the financial statements contained in this quarterly report.

         After concluding in late March, 2008 that there existed a material
weakness to our internal control over financial reporting as of December 31,
2007, we commenced in early April, 2008 the implementation of remedial measures
designed to eliminate that material weakness. We completed the implementation of
these remedial measures on April 30, 2008. We intend to periodically review and
enhance all of these controls as necessary. We believe that the following new
measures pertaining to our internal control over financial reporting are
reasonable and practicable given our small size and limited resources:

                                      -29-
<PAGE>


     o    To improve the segregation of duties and responsibilities and
          strengthen the authorization and approval process, all material
          commitments or expenditures in excess of $5,000 are required to be
          approved in advance by at least two persons, one of whom must be
          either the President, Chief Executive Officer or Chief Financial
          Officer, and the other of whom must be a director who is not an
          officer. For expenditures in excess of $5,000, two signatures are
          required on all checks. One of the signatures must be that of either
          the President, Chief Executive Officer, or Chief Financial Officer,
          and the other signature must be that of a director who is not an
          officer;

     o    To monitor non-arm's length transactions, all payments to officers,
          directors and associates in excess of $5,000 require approval of the
          board of directors;

     o    To foster transparency, all directors and senior officers have on-line
          access to monitor all bank accounts and the Chief Executive Officer
          will perform a monthly review of the bank statements for unusual items
          and transactions;

     o    To the extent practicable, all directors and senior officers have
          access to all bookkeeping matters, including invoices, material
          contracts, ledgers, corporate books and records;

     o    Written schedules will be provided by management to all members of the
          board of directors of the final deadlines and our internal, interim
          deadlines for preparation and filing of financial statements and other
          regulatory reports. These written schedules will identify the
          person(s) responsible for the preparation of financial statements and
          regulatory reports;

     o    Written schedules will be provided by management to all members of the
          board of directors setting forth all important dates, deadlines, and
          obligations for all material contracts; and

     o    Board of directors meetings will be held no less than quarterly to
          ensure that these controls are functioning as intended. Management
          will distribute a checklist of items that must be completed before our
          financial statements are approved. Finally, the minutes of the board
          of directors meetings will reflect the review and approval of all of
          the Company's financial statements.

                                      -30-
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS.

         None.

ITEM 1A. RISK FACTORS.

         In light of the assessment by the registrant's management that there
was a material weakness to its internal control over financial reporting as of
December 31, 2007, described in Part I, Item 4 above, the registrant believes
that the risk factor captioned "We face challenges with the internal control
over financial reporting and disclosure controls" in its Form 10-KSB filed on
April 15, 2008 should be replaced with the following two risk factors:

WE HAD A MATERIAL WEAKNESS IN OUR INTERNAL FINANCIAL CONTROLS AS OF DECEMBER 31,
2007. A MATERIAL WEAKNESS COULD CAUSE OUR FINANCIAL STATEMENTS TO BE INACCURATE.

         During their annual audit review completed in March 2008, the
independent public accountants identified several control deficiencies, which we
concluded, in the aggregate, constituted a material weakness in our internal
control over financial reporting as of December 31, 2007. The three specific
control deficiencies identified by the independent public accountants were:

     o    Our small size made it difficult for us to properly segregate
          responsibilities for approving, authorizing and reconciling
          transactions. Specifically, we have only one full-time administrative
          employee, our chief executive officer, and our chief financial officer
          works for us on a part-time basis.

     o    We misclassified certain expenditures and we failed to properly record
          and account for certain expenses as they were incurred, resulting in
          the publication of incorrect unaudited financial statements on Form
          10-QSB for the quarter ended September 30, 2007.

     o    On November 19, 2007, we filed with the SEC our quarterly report on
          Form 10-QSB for the quarter ending September 30, 2007 without prior
          review by our independent accountants as required by SEC regulations.
          We did not disclose in that filing, as required, that the required
          independent review had not been performed.

A material weakness in our internal control over financial reporting could cause
our financial statements to be inaccurate. This could cause the market to lose
confidence in our financial reporting, impair our ability to obtain additional
financing, and result in a loss of your investment.

                                      -31-
<PAGE>


WE MAY NOT BE ABLE TO FOLLOW OUR INTERNAL PROCEDURES RELATING TO THE
AUTHORIZATION AND REPORTING OF OUR FINANCIAL TRANSACTIONS, OR SUCH PROCEDURES
MAY NOT FUNCTION AS INTENDED.

         We are a small company with limited resources. We have only one
full-time administrative employee, our chief executive officer, and our chief
financial officer works for us on a part-time basis. This may cause us not to
comply with our internal procedures designed to assure that our financial
information is properly gathered and reported. In the event that we do not
follow these internal procedures, or if they do not function as intended, we
could publish materially incorrect financial statements. This could cause
investors to lose confidence in the accuracy of our reported financial
information, impair our ability to secure additional financing, and result in a
loss of your investment.

                                      * * *

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

         On March 14, 2008, the registrant completed a private placement to two
investors, each of whom represented to us that they were an accredited investor
as defined in Section 501(a) of the Securities Act of 1933, as amended (the
"Securities Act"), whereby we sold for an aggregate of $150,000 (i) an aggregate
of 30,000 shares of Common Stock, par value $0.000001 per share, and (ii) an
aggregate of $150,000 (principal amount) worth of promissory notes, with
interest payable at a rate of 10% per year. The promissory notes are due and
payable upon the earlier of the termination of our public offering which we are
currently attempting to have declared effective, or the first anniversary of the
dates of the notes. This private placement was made in reliance upon Regulation
S promulgated under the Securities Act. The sales were made to accredited
investors or to persons outside the United States; no general solicitation was
made by us or by any person acting on our behalf; the securities sold are
subject to transfer restrictions, and the certificates representing the shares
of Common Stock will contain an appropriate legend that they have not been
registered under the Securities Act, may not be offered or sold absent
registration or pursuant to an exemption therefrom. The proceeds from this sale
were added to the registrant's unrestricted working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

ITEM 5. OTHER INFORMATION.

         None.

                                      -32-
<PAGE>


ITEM 6. EXHIBITS.

         The following is an index of the exhibits appended to or incorporated
by reference in this report:

<TABLE>
<CAPTION>

<S>                                                                                     <C>
Certificate of Incorporation*                                                   Exhibit 3.1

By-Laws*                                                                        Exhibit 3.2

Form of $.75 Warrant*                                                           Exhibit 4.1

Form of $1.25 Warrant*                                                          Exhibit 4.2

Form of Founder Unit Warrant*                                                   Exhibit 4.3

Copy of John M. Pritchard Option Agreement*                                     Exhibit 4.4

Copy of Crescent Valley North Lease*                                            Exhibit 10.1

Copy of Robinson Creek Lease*                                                   Exhibit 10.2

Copy of Horse Creek Lease*                                                      Exhibit 10.3

Copy of Trevor Michael / 2120315 Ontario Inc. Consulting Agreement*             Exhibit 10.4

Copy of Amended and Restated Agreement with David "Dave" Mathewson*             Exhibit 10.5

Copy of Funding Obligation Agreement with David "Dave" Mathewson*               Exhibit 10.6

Copy of David "Dave" Mathewson Employment Agreement*                            Exhibit 10.7

Copy of John M. Pritchard Employment Agreement*                                 Exhibit 10.8

Copy of Brion Theriault Employment Agreement*                                   Exhibit 10.9

Form of Mathewson-Theriault Stock Assignment Agreement*                         Exhibit 10.10

Copy of Share Purchase Agreement between Trevor Michael and Gordon Cooper*      Exhibit 10.11

Copy of Share Purchase Agreement between Trevor Michael and Jasbir Gill*        Exhibit 10.12

Copy of Escrow Agreement*                                                       Exhibit 10.13

Copy of Letter Agreement with David Mathewson*                                  Exhibit 10.14

Copy of Tempo Mineral Prospect Lease*                                           Exhibit 10.15

                                      -33-
<PAGE>


Copy of Subscription Agreement with Abdulsalam A. al-Abdulkarim*                Exhibit 10.16

Copy of Amended Subscription Agreement with Abdulsalam A. al-Abdulkarim*        Exhibit 10.17

Form of Subscription Agreement for Shares of Gold Run Inc. with
Fischoff Family LLC*                                                            Exhibit 10.18

Copy of Subscription Agreements for Common Stock for November 19, 2007
Private Placement*                                                              Exhibit 10.19

Copy of Subscription Agreements for Warrant for November 19, 2007
Private Placement*                                                              Exhibit 10.20

Copies of Lockup Letters in Connection with November 19, 2007
Private Placement*                                                              Exhibit 10.21

Assignments of Common Stock to Company by James Berns and Michael Berns*        Exhibit 10.22

Transfer of Warrants by James Berns and Michael Berns to David Mathewson*       Exhibit 10.23

Form of Engagement Agreement with Viewpoint Securities, LLC*                    Exhibit 10.24

Form of Subscription Agreements and Promissory Notes for March 14, 2008
Private Placement*                                                              Exhibit 10.25

Rule 13a-14(a)/15d-14(a) Certification of John Pritchard**                      Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of Ernest Cleave**                       Exhibit 31.2

Section 1350 Certifications of John Pritchard **                                Exhibit 32.1

Section 1350 Certifications of Ernest Cleave **                                 Exhibit 32.2

Copy of September 27, 2006 David Mathewson Letter*                              Exhibit 99.1

Copy of October 18, 2006 David Mathewson Letter*                                Exhibit 99.2

Title Report for Crescent Valley North*                                         Exhibit 99.3

Title Report for Robinson Creek*                                                Exhibit 99.4

                                      -34-
<PAGE>


Title Report for Horse Creek*                                                   Exhibit 99.5

Notice of Default dated September 14, 2007 (cured by Exhibit 10.6)*             Exhibit 99.6

Copy of December 21, 2007 letter concerning assignment of the Tempo
Lease to Gold Standard Royalty Corporation*                                     Exhibit 99.7

Letter from David C. Mathewson extending exploration program financing
tranche to June 29, 2008*       Exhibit 99.8

*Previously filed by the registrant on Form S-1/A, as amended, on April 16, 2008
(SEC file no. 333-148410), and incorporated by reference herein.

** Filed herewith.
</TABLE>


                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                          GOLD RUN INC.

Date:    May 20, 2008                     /s/ John M. Pritchard
                                          ----------------------------
                                          John M. Pritchard
                                          Chief Executive Officer
                                          (Principal Executive Officer)

Date:    May 20, 2008                     /s/ Ernest Cleave
                                          --------------------------
                                          Ernest Cleave
                                          Chief Financial Officer
                                          (Principal Financial Officer)


                                      -35-