UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
  FORM 10-QSB
  x
 For the quarterly period ended June 30, 2007
 o
 For the transition period from
__________ to __________
 Commission File
Number __________________________
 Gold Run Inc.
 (Exact name of small business issuer as specified in its
charter)
 Delaware
     20-4919927(State or other jurisdiction of incorporation or organization)
     (IRS Employer Identification No.)
 330 Bay Street, Suite 820, Toronto Ontario M5H 2S8 Canada
 (Address of principal executive offices)
 (416) 363-0151
 (Issuers telephone number)
 (Former name, former address and former fiscal year,
if changed since last report)
 x o
 o x
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 o o
 APPLICABLE ONLY TO CORPORATE ISSUERS
  44,276,800 shares of Common Stock, par value $.000001 per share
 o x
  
 GOLD RUN INC.
 Index to Form 10-QSB
 PART I  FINANCIAL INFORMATIONItem 1
     Financial StatementsItem 2
     Plan of OperationItem 3
     Controls and ProceduresPART II  OTHER INFORMATIONItem 1
     Legal ProceedingsItem 2
     Unregistered
Sales of Equity Securities and Use of ProceedsItem 3
     Defaults
Upon Senior SecuritiesItem 4
     Submission
of Matters to a Vote of Security HoldersItem 5
     Other
InformationItem 6
     Exhibits
  
 PART I  FINANCIAL INFORMATION
 Item 1. Financial Statements
 GOLD RUN INC.
 (an exploration stage enterprise)
 BALANCE SHEETS
 AS AT JUNE 30, 2007 AND DECEMBER 31, 2006
 (stated in U.S. dollars)
 (unaudited)
 June 30, 2007
     
     
     December 31,2006ASSETSCURRENT ASSETS:Cash (Note 10)
     $
     35,103
     
     $
     855,346GST receivable
     
     6,555
     
     
     Prepaid expenses
     
     15,000
     
     
     15,000Total current
assets
     
     56,658
     
     
     870,346PROPERTY - MINERAL
PROPERTY RIGHTS (Notes 3 and 4)
     
     96,268
     
     
     66,267OTHER ASSETS:Reclamation bonds
     
     33,635
     
     
     33,635Prepaid offering
costs
     
     127,677
     
     
     105,177Debt financing
costs, net (Note 6)
     
     
     
     
     157,947Total other assets
     
     161,312
     
     
     296,759TOTAL ASSETS
     $
     314,238
     
     $
     1,233,372LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIES:Accounts payable and accrued liabilities (Note 5)To related party
     $
     25,000
     
     $
     50,253To others
     
     124,501
     
     
     158,651Accrued interest (Note 6)
     
     
     
     
     50,144Total current liabilities
     
     149,501
     
     
     259,048PROMISSORY NOTES (Note 6)
     
     
     
     
     1,610,500COMMITMENTS AND CONTINGENCIES (Notes 1, 3, 5, 6, 8 and 10)SHAREHOLDERS' EQUITY (DEFICIT) (Note 6):Common stock, $.000001 par value, 100,000,000 sharesauthorized, 44,276,800 shares issued and outstanding
     
     44
     
     
     39Additional paid-in capital
     
     2,039,206
     
     
     203,405Deficit accumulated during the exploration phase
     
     (1,874,513
     )
     
     (839,620
     )Total shareholders' equity (deficit)
     
     164,737
     
     
     (636,176
     )TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
     $
     314,238
     
     $
     1,233,372
 The accompanying notes to financial
statements are an integral part of these balance sheets.
  
 GOLD RUN INC.
 (an exploration stage enterprise)
 STATEMENTS OF LOSS
 FOR THE THREE-MONTH PERIOD ENDED JUNE 30,
2007,
 FOR THE SIX-MONTH PERIOD ENDED JUNE 30,
2007,
 AND FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO JUNE
30, 2007
 (stated in U.S. dollars)
 (unaudited)
 Three-monthperiod endedJune 30, 2007
     
     Six-monthperiod endedJune 30, 2007
     
     Frominception toJune 30, 2007REVENUE
     $
     
     
     $
     
     
     $
     COSTS AND EXPENSES:Exploration costs
     
     110,711
     
     
     167,479
     
     
     463,516Share-based payments (Note 6)
     
     31,932
     
     
     64,256
     
     
     255,160Consulting and professional fees (Note 8)
     
     82,424
     
     
     135,582
     
     
     221,690Travel
     
     117,792
     
     
     137,752
     
     
     185,274Legal (including $27,144 to related parties for the six-monthperiod ended June 30, 2007) (Note 8)
     
     62,926
     
     
     97,455
     
     
     138,136Amortization of debt financing costs (Note 6)
     
     134,544
     
     
     157,947
     
     
     187,227Audit fees
     
     12,000
     
     
     21,000
     
     
     48,500Salaries
     
     46,297
     
     
     79,297
     
     
     106,541Accounting fees (reflect with consulting - more appropriate)Office expense
     
     8,165
     
     
     12,347
     
     
     33,233General and administrative
     
     34,167
     
     
     35,815
     
     
     48,734Rent
     
     4,451
     
     
     17,776
     
     
     26,671Bank charges
     
     416
     
     
     1,270
     
     
     2,997Exchange rate losses
     
     (3,632
     )
     
     (3,954
     )
     
     (2,965
     )Total costs and expenses
     
     642,193
     
     
     924,022
     
     
     1,714,714LOSS FROM OPERATIONS
     
     (642,193
     )
     
     (924,022
     )
     
     (1,714,714
     )INTEREST EXPENSE ON PROMISSORY NOTES(Note 6)
     
     (70,643
     )
     
     (110,906
     )
     
     (161,050
     )INTEREST INCOME
     
     35
     
     
     35
     
     
     1,251NET LOSS
     $
     (712,801
     )
     $
     (1,034,893
     )
     $
     (1,874,513
     )WEIGHTED AVERAGE NUMBER OF SHARES
     
     41,942,963
     
     
     40,703,368
     
     
     39,990,142LOSS PER SHARE
     $
     (0.017
     )
     $
     (0.025
     )
     $
     (0.047
     )
 The accompanying notes to financial
statements are an integral part of these balance sheets.
  
 GOLD RUN INC.
 (an exploration stage enterprise)
 STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
 FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2007, AND
 FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO JUNE 30, 2007
 (stated in U.S. dollars)
 (unaudited)
 Number ofshares
     
     Commonstock
     
     Additionalpaid-incapital
     
     Deficitaccumulatedduring theexplorationstage
     
     Totalshareholders'equity (deficit)BALANCE, May 5, 2006
     
     
     
     $
     
     
     $
     
     
     $
     
     
     $
     Initial private placement of shares
     
     22,400,000
     
     
     22
     
     
     2,218
     
     
     
     
     
     2,240Shares
issued to President/ChiefGeologist
(Note 6)
     
     7,500,000
     
     
     7
     
     
     743
     
     
     
     
     
     750Private
placement of shares
     
     9,550,000
     
     
     10
     
     
     9,540
     
     
     
     
     
     9,550Fair
value of share-based payments
     
     
     
     
     
     
     
     190,904
     
     
     
     
     
     190,904Net
loss from inception to December 31, 2006
     
     
     
     
     
     
     
     
     
     
     (839,620
     )
     
     (839,620
     )BALANCE,December 31, 2006
     
     39,450,000
     
     
     39
     
     
     203,405
     
     
     (839,620
     )
     
     (636,176
     )Net Loss for the quarter ended March 31, 2007
     
     
     
     
     
     
     
     
     
     
     
     
     
     Net loss for the six-months ended June 30, 2007
     
     
     
     
     
     
     
     
     
     
     (1,034,893
     )
     
     (1,034,893
     )Fair
value of share-based payments
     
     
     
     
     
     
     
     64,256
     
     
     
     
     
     64,256Conversion
of promissory notes to common stock
     
     4,826,800
     
     
     5
     
     
     1,771,545
     
     
     
     
     
     1,771,550BALANCE, June 30, 2007
     
     44,276,800
     
     $
     44
     
     $
     2,039,206
     
     $
     (1,874,513
     )
     $
     164,737
 The accompanying notes to financial
statements are an integral part of these balance sheets.
  
 GOLD RUN INC.
 (an exploration stage enterprise)
 STATEMENT OF CASH FLOWS
 FOR THE THREE-MONTH PERIOD ENDED JUNE 30,
2007,
 FOR THE SIX-MONTH PERIOD ENDED JUNE 30,
2007,
 AND FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO JUNE
30, 2007
 (stated in U.S. dollars)
 (unaudited)
 Three-monthperiod endedJune 30, 2007
     
     Six-monthperiod endedJune 30, 2007
     
     From
     inception to
     June 30, 2007CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
     $
     (712,801
     )
     $
     (1,034,893
     )
     $
     (1,874,513
     )Adjustments to reconcile net loss to net cash used byoperating activities:Amortization of debt financing costs
     
     134,544
     
     
     157,947
     
     
     187,227Share-based payments
     
     31,932
     
     
     64,256
     
     
     255,160Increase in prepaid expenses
     
     
     
     
     
     
     
     (15,000
     )(Decrease) increase in accounts payable and accruals
     
     64,038
     
     
     (59,402
     )
     
     149,501Increase in current assets
     
     (6,556
     )
     
     (6,556
     )
     
     (6,556
     )Increase in accrued interest
     
     70,643
     
     
     110,906
     
     
     161,050Total adjustments
     
     294,601
     
     
     267,151
     
     
     731,382Net cash used by operating activities
     
     (418,200
     )
     
     (767,742
     )
     
     (1,143,131
     )CASH FLOWS FROM INVESTING ACTIVITIES:Payments to acquire mineral property rights
     
     (5,000
     )
     
     (30,001
     )
     
     (96,267
     )Payments to acquire reclamation bonds
     
     
     
     
     
     
     
     (33,635
     )Net cash used by investing activities
     
     (5,000
     )
     
     (30,001
     )
     
     (129,902
     )CASH FLOWS FROM FINANCING ACTIVITIES:Cash proceeds from the issuance of promissory notes
     
     
     
     
     
     
     
     1,610,500Payments of debt financing costs
     
     
     
     
     
     
     
     (187,227
     )Payments of offering costs
     
     (22,500
     )
     
     (22,500
     )
     
     (127,677
     )Proceeds from sale of common stock
     
     
     
     
     
     
     
     12,540Net cash (used) provided by financing activities
     
     (22,500
     )
     
     (22,500
     )
     
     1,308,136NET (DECREASE) INCREASE IN CASH
     
     (445,700
     )
     
     (820,243
     )
     
     35,103CASH, beginning of period
     
     480,803
     
     
     855,346
     
     
     CASH, end of period
     $
     35,103
     
     $
     35,103
     
     $
     35,103SUPPLEMENTAL CASH FLOW DISCLOSURE:Interest paid
     $
     
     
     $
     
     
     $
     Taxes paid
     $
     
     
     $
     
     
     $
     Non-cash items-Conversion of promissory notes and related interestexpense into common stock
     $
     1,771,550
     
     $
     1,771,550
     
     $
     1,771,550
 The accompanying notes to financial
statements are an integral part of these balance sheets.
  
 Gold Run Inc.
 (an exploration stage enterprise)
 NOTES TO FINANCIAL STATEMENTS
 FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO JUNE 30, 2007
   Note 1. Nature of Operations
    Note 2. Summary of Significant Accounting Policies
  (a) Measurement uncertainties -
    
 (b) Mineral property rights -
    (c) Asset retirement obligations -
   (d) Income taxes -
   
 (e) Loss per share -
   (f) Prepaid offering costs -
 
 (g) Share-based payments -
 Share-Based Payment
 (h) Going Concern
   
  (i) Prior year disclosure
  Note 3. Exploration Program Funding Obligation
and Mineral Property Rights
 (a) Exploration Program Funding
Obligation
  August 1, 2007
     $500,000October 1, 2007
     900,000January 31, 2008
     1,000,000July 31, 2008
     1,000,000January 31, 2009
     1,000,000April 30, 2009
     1,000,000Total:
     5,400,000
      
   2. CVN lease -
    Anniversary of effective dateof agreement
     
     Annual lease paymentUpon signing of the lease
     
     $13,333Years 1 through 4
     
     13,333Years 5 through 9
     
     26,667All years thereafter
     
     43,333
      
 Average price of gold for the preceding thirty days
     
     Price per royalty point$300.00 per ounce and lower
     
     $2,000,000$300.01 to $400.00 per ounce
     
     2,500,000$400.01 to $500.00 per ounce
     
     3,000,000$500.01 to $600.00 per ounce
     
     4,000,000$600.01 to $700.00 per ounce
     
     5,000,000$700.01 to $800.00 per ounce
     
     6,000,000$800.01 to $900.00 per ounce
     
     7,000,000
  3. RC lease -
    Anniversary of effective dateof agreement
     
     Annual lease paymentUpon signing of the lease
     
     $10,000Years 1 through 4
     
     10,000Years 5 through 9
     
     20,000All years thereafter
     
     32,500
      
 Average price of gold for the preceding thirty days
     
     Price per royalty point$300.00 per ounce and lower
     
     $2,000,000$300.01 to $400.00 per ounce
     
     2,500,000$400.01 to $500.00 per ounce
     
     3,000,000$500.01 to $600.00 per ounce
     
     4,000,000$600.01 to $700.00 per ounce
     
     5,000,000$700.01 to $800.00 per ounce
     
     6,000,000$800.01 to $900.00 per ounce
     
     7,000,000
  4. HC lease -
    Anniversary of effective dateof agreement
     
     Annual lease paymentUpon signing of the lease
     
     $10,000Years 1 through 4
     
     10,000Years 5 through 9
     
     20,000All years thereafter
     
     32,500
      
 Average price of gold for the preceding thirty days
     
     Price per royalty point$300.00 per ounce and lower
     
     $2,000,000$300.01 to $400.00 per ounce
     
     2,500,000$400.01 to $500.00 per ounce
     
     3,000,000$500.01 to $600.00 per ounce
     
     4,000,000$600.01 to $700.00 per ounce
     
     5,000,000$700.01 to $800.00 per ounce
     
     6,000,000$800.01 to $900.00 per ounce
     
     7,000,000
  (5) Tempo lease -
  Due date of advanceminimum royalty payment
     
     Amount of advanceminimum royalty paymentJanuary 15, 2008
     
     $10,000January 15, 2009
     
     15,000January 15, 2010
     
     30,000January 15, 2011
     
     45,000January 15, 2012 and annually thereafter during the term of the lease
     
     The greater of $60,000 or the dollar equivalent of 90 ounces of gold
     
  Royalty point
     Purchased priceFirst 1%
     $1,500,000Second 1%
     3,000,000
   Staked claims
 Indian Creek (IC) -
  Note 4. Property
  June 30, 2007
     
     December 31, 2006Acquisition cost
     
     Acquisition related legal fees
     
     Total
     
     Acquisition cost
     
     Acquisition related legal fees
     
     TotalCVN lease
     $13,333
     
     $12,312
     
     $25,645
     
     $13,333
     
     $12,312
     
     $25,645RC lease
     10,000
     
     10,311
     
     20,311
     
     10,000
     
     10,311
     
     20,311HC lease
     10,000
     
     10,312
     
     20,311
     
     10,000
     
     10,311
     
     20,311TMP lease
     5,000
     
     
     
     5,000
     
     
     
     
     
     IC staked
     10,000
     
     15,000
     
     25,000
     
     
     
     
     
     Total
     $48,333
     
     $47,935
     
     $96,268
     
     $33,333
     
     $32,934
     
     $66,267
 Note 5. Accounts Payable and Accrued
Liabilities
   
 June 30, 2007
     
     December 31, 2006Accrued consulting and accounting fees
     $   30,267
     
     $   17,600Accrued legal fees
     30,527
     
     11,289Accrued exploration and field employee costs
     27,142
     
     93,906Accrued office expenses / G&A
     9,385
     
     15,350Accrued employee deductions
     2,180
     
     5,506Accrued audit fees
     25,000
     
     15,000Accounts payable and accrued expenses to other than related parties
     124,501
     
     158,651Accrued legal fees - related party
     25,000
     
     50,253Total
     $ 149,501
     
     $ 208,904
 Note 6. Common Stock and Warrants
 (a) Warrants -
   (b) Commitment to issue additional shares -
   
  (c) Share-based payments and employment agreement
   Number of sharesUpon signing of the agreement
     
     300,000Pro-rata on a daily basis until September 15, 2007
     
     400,000Pro-rata on a daily basis from September 15, 2007 until September 15, 2008
     
     400,000Pro-rata on a daily basis from September 15, 2008 until September 15, 2009
     
     400,000Total
     
     1,500,000
     
 (d) Promissory Notes converted into Common
Shares
    Note 7. Income Taxes
  June 30, 2007
     
     December 31, 2006Net operating loss carry-forward
     
     $660,455
     
     $227,000Stock-based compensation
     
     89,306
     
     67,000Total deferred tax asset
     
     749,761
     
     294,000Valuation allowance
     
     (749,761
     )
     (294,000
     )Net deferred tax asset
     
     $         
     
     $         
   Note 8. Related Party Transactions
   
    Note 9. Concentrations of Credit Risk
   Note 10. Subsequent Events
       
 Item 2. Plan of Operation
       Exploration Program for Crescent Valley North Property
   
      Exploration Program for Robinson Creek Property
        
       Exploration Program for Horse Creek Property
     Exploration Program for Indian Creek Property
   
    Exploration Program for Tempo Mineral Prospect Property Property
      Product Research and Development
  Purchase/Sale of Plant and Significant Equipment
  Changes to Number of Employees
  Off-Balance Sheet Arrangements
   
 Item 3. Controls and Procedures
  PART II  OTHER
INFORMATION
 Item 1. Legal Proceedings
  Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
   Item 3. Defaults Upon Senior
Securities
  Item 4. Submission of Matters to a Vote of Security
Holders
  Item 5. Other Information
    
 Item 6. Exhibits
  Certificate of Incorporation*
     Exhibit 3.1By-Laws*
     Exhibit 3.2Form of Dealer Warrant*
     Exhibit 4.1Form of Unit Warrant*
     Exhibit 4.2Form of $.25 Convertible Note*
     Exhibit 4.3Form of $.50 Convertible Note*
     Exhibit 4.4Copy of John M. Pritchard Option Agreement*
     Exhibit 4.5Form of Stock Certificate**
     Exhibit 4.6Opinion on Legality and Consent of Counsel*
     Exhibit 5.1Copy of Crescent Valley North Lease*
     Exhibit 10.1Copy of Robinson Creek Lease*
     Exhibit 10.2Copy of Horse Creek Lease*
     Exhibit 10.3Copy of Founders Agreement*
     Exhibit 10.4Copy of Seed Investor Agreement*
     Exhibit 10.5Copy of Trevor Michael / 2120315 Ontario Inc. Consulting
Agreement*
     Exhibit 10.6Copy of Amended and Restated Agreement with David
"Dave" Mathewson*
     Exhibit 10.7Copy of David "Dave" Mathewson Employment
Agreement*
     Exhibit 10.8Copy of John M. Pritchard Employment Agreement*
     Exhibit 10.9Copy of Brion Theriault Employment Agreement*
     Exhibit 10.10Form of Mathewson-Theriault Stock Assignment Agreement*
     Exhibit 10.11Copy of Share Purchase Agreement between Trevor Michael
and Gordon Cooper*
     Exhibit 10.12Copy of Share Purchase Agreement between Trevor Michael
and Jasbir Gill*
     Exhibit 10.13Copy of Escrow Agreement*
     Exhibit 10.14Copy of Amendment to Escrow Agreement*
     Exhibit 10.15Copy of Letter Agreement with David Mathewson*
     Exhibit 10.16Copy of Tempo Mineral Prospect Lease*
     Exhibit 10.17Rule 13a-14(a)/15d-14a(a) Certification of John Pritchard
     Exhibit 31.1Rule 13a-14(a)/15d-14a(a) Certification of Ernest Cleave
     Exhibit 31.2Section 1350 Certification
     Exhibit 32.1Copy of September 27, 2006 David Mathewson Letter*
     Exhibit 99.1Copy of October 18, 2006 David Mathewson Letter*
     Exhibit 99.2
  
 Note:
   SIGNATURES
  GOLD RUN INC.Date:
     August 20, 2007
     /s/ John M. PritchardJohn M. PritchardChief Executive OfficerDate:
     August 20, 2007
     /s/ Ernest CleaveErnest CleaveChief Financial Officer