SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM 10-KSB

       /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004

                                       OR

     / / 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 000-24262
                            ------------------------

                              GREAT WEST GOLD, INC.
             (Exact Name of Registrant as Specified in its Charter)


             Wyoming                                      91-1363905
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                  245 Park Avenue, 39th Floor, New York, 10167
                    (Address of Principal Executive Offices)

                                 (212) 672 1878
                           (Issuer's telephone number)

                             WEST AFRICA GOLD, INC.
      (Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and
(2)has been subject to such filing requirements for the past 90 days. Yes [x]
No[ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [ ]

State issuer's revenues for the most recent fiscal year: $0

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates based on the average bid and asked price as of December 31,
2004:

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: 9,861,754,440 shares of Common Stock,
$0.001 Par Value, as of June 15, 2005.

<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

On January 7, 2004 (the "Effective Date"), pursuant to a Stock Purchase
Agreement between Adven Inc. (the "Company"), a Wyoming corporation and all of
the shareholders of Barnard Castle Limited ("Barnard"), Valley Forge Site
Limited ("Valley Forge") and Steinbeck Limited ("Steinbeck") (collectively the
shareholders of these entities will be referred to as the "Shareholders"), the
Company acquired all of the shares of Barnard, Valley Forge and Steinbeck from
the Shareholders in consideration for the issuance of a total of 200,000,640
shares of Adven to the Shareholders. Pursuant to the Agreement, Barnard, Valley
Forge and Steinbeck became wholly owned subsidiaries of the Company and the
Company is in the process of a Certificate of Amendment in the State of Wyoming
changing its name to West Africa Gold Inc.

Pursuant to the Agreement, the Company acquired one hundred percent (100%) of
the issued and outstanding shares of common stock of Barnard. Valley Forge and
Steinbeck for 200,000,640 shares of common stock of the Company. Pursuant to the
Agreement, Barnard, Valley Forge and Steinbeck became wholly owned subsidiaries
of the Company. Barnard, Valley Forge and Steinbeck control, in the aggregate,
seventy (70%) percent of Toubikoto, Manianguiti, In Darset, Anefis and Touban,
being the gold mining prospects in Mali. Through this Agreement the Company
acquired certain rights to prospect for minerals in certain concession areas in
the Republic of Mali. Five projects are considered, namely Toubikoto (Gold),
Manianguinti (Gold), In Darset (Gold, Base Metals), Anefis (Gold, Base Metals)
and Touban (Nickel, Copper, pge's). The five projects are in three areas, viz.,
south-west, north and south-east of Mali. The Company has with immediate effect
terminated its involvement in the five Malian Mining Projects in order to focus
on its Gold Projects in Arizona, USA, acquired in September 2004.

On September 9, 2004, pursuant to a Stock Purchase Agreement between us, and all
of the shareholders of Golden Sierra Limited ("Golden Sierra"), a Gibraltar
company, we acquired all of the shares of Golden Sierra from the Golden Sierra
Shareholders in consideration for the issuance of a total of 2,000,000,000
shares of West Africa Gold, Inc. to the Golden Sierra Shareholders. Golden
Sierra controls one hundred (100%) percent of certain mineral rights relating to
the Mockingbird and Great West project areas. These project areas are comprised
of four claim groups spread over 2,500 acres in Mohave County consisting of gold
mining properties in Arizona. Pursuant to the Agreement, Golden Sierra became
our wholly owned subsidiary. The Acquisition was approved by the unanimous
consent of our Board of Directors on September 9, 2004.

Also on September 9, 2004, pursuant to a Stock Purchase Agreement between us,
and all of the shareholders of Western Gold Limited ("Western Gold"), a
Gibraltar company, we acquired all of the shares of Western Gold from the
Western Gold Shareholders in consideration for the issuance of a total of
2,000,000,000 shares of West Africa Gold, Inc. to the Western Gold Shareholders.
Western Gold controls 100 percent of certain mineral rights relating to the
Bouse property in Arizona, comprised of 12 placer claims spread over 1,300 acres
in La Paz County. Pursuant to the Agreement, Western Gold became our wholly
owned subsidiary. The Acquisition was approved by the unanimous consent of our
Board of Directors on September 9, 2004. Golden Sierra controls one hundred

                                       2
<PAGE>
(100%) percent of Mockingbird, Great West, Hall (Dandy), and Pocahontas, being
the gold mining prospects in Mohave County, Arizona. The Mockingbird Project
contains a new and important type of gold deposit, a "detachment fault" deposit
(first recognized as a separate form of gold deposit in the 1980s), the best
example of which is Copperstone.

Western Gold controls 100 percent of certain mineral rights relating to the
Bouse property in Arizona. These mineral rights consist of twelve placer claims
spread over 1,300 acres in La Paz County, located just north of the Plomosa
Fault and include the Little Butte, Flat Fault, and Arrastre projects.

The Company is now "hiving off" these two Arizona Gold Mining Projects into two
new separate companies. These companies will operate independently of each other
but remain under the control of Great West Gold, Inc.


ITEM 2. DESCRIPTION OF PROPERTY

The Company leases office space located at 245 Park Avenue, 39th Floor, New
York, 10167 from St. James Resources Management on a month to month basis for
$500 per month.

ITEM 3. LEGAL PROCEEDINGS.

The Company is not a party to any pending or threatened litigation and, to its
knowledge, no action, suit or proceedings has been threatened against its
officers or its directors.

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

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, by West Africa Gold during the year ended
December 31, 2004.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. PRICE RANGE OF
COMMON SHARES

The Common Shares of Great West Gold, Inc. are listed on the NASD
Over-the-Counter Bulletin Board under the symbol GWGO. The following table
summarizes trading in the Company's common stock, as provided by quotations
published by the OTC Bulletin Board for the periods as indicated. The quotations
reflect inter-dealer prices without retail mark-up, markdown or commission, and
may not represent actual transactions.

Quarter Ended                     High Bid                  Low Bid

March 31, 2003                    0.10                      0.01
June 30, 2003                     0.10                      0.01


                                       3
<PAGE>
September 30, 2003                0.45                      0.10
December 31, 2003                 0.46                      0.45
March 31, 2004*
June30, 2004*
September 30, 2004*
December 31, 2004*

* The quotation bids were not reported, as the bids were all under $0.01.

As of June 15, 2005, there were over 450 holders of record of the Company's
common stock, that does not include the number of beneficial holders whose stock
is held in the name of broker-dealers or banks.

DIVIDENDS

The Company has never paid dividends. While any future dividends will be
determined by the directors of the Company after consideration of the earnings,
financial condition and other relevant factors, it is currently expected that
available cash resources will be utilized in connection with the ongoing
acquisition, exploration and development programs of the Company.

ITEM 6: MANAGEMENT DISCUSSION AND PLAN OF OPERATIONS

The Company has terminated its involvement in the five Malian Mining Projects in
order to focus on its Gold Projects in Arizona, USA, acquired in September 2004.

Pursuant to the Stock Purchase Agreements, we acquired one hundred percent
(100%) of the issued and outstanding shares of common stock of Golden Sierra and
Western Gold in exchange for a total of 4,000,000,000 shares of our common
stock. Pursuant to the Agreement, Golden Sierra and Western Gold became our
wholly owned subsidiaries.

Golden Sierra

Golden Sierra controls one hundred (100%) percent of Mockingbird, Great West,
Hall (Dandy), and Pocahontas, being the gold mining prospects in Mohave County,
Arizona.

The Mockingbird mineralisation is tectonically and structurally controlled, an
important feature which may not have received sufficient attention from previous
owners of the property. Mockingbird is an historic gold producer, with some
15,000 ounces from high-grade ore at an average grade of 0.8 oz/ton being
produced. Most of this production was from the Mockingbird Mine itself, the
centerpiece of the Company's present land position. Other mines which produced
gold at this location included the Great West, the Hall (Dandy) and the
Pocahontas Mines, all of which are included in the Company's property.

The Mockingbird Project contains a new and important type of gold deposit, a
"detachment fault" deposit (first recognized as a separate form of gold deposit

                                       4
<PAGE>
in the 1980s), the best example of which is Copperstone. This was the biggest
gold discovery in Arizona in the past 50 years. Cyprus Gold profitably mined the
500,000 oz open pit Copperstone resource during the 1980s. Based on underground
drilling by the American Bonanza company, it is likely that the underground
high-grade resource at Mockingbird is even larger.

The Company's mining title consists of 2,500 acres of mineral rights comprising
a number of federal claims with 3 lode deposits and 16 placer deposits, as well
as the Mockingbird Claims. Significantly, these include the 4 existing mines -
Mockingbird, Great West, Hall (Dandy) and Pocahontas, all of which contributed
significantly to the past gold production in this important gold producing
mining district.

Mineralization is found both in quartz veins and in breccia zones hosted by
steep faults, with the mines located along north-west to east-west striking,
north-dipping to flat quartz veins containing specular hematite, oxidized copper
and free gold. The nature of these structures and associated mineralization
suggest even further potential for a major detachment fault-associated
gold/copper deposit, similar to the proven and mined Copperstone and Mesquite
deposits.

The Mockingbird Project area therefore has the potential for the development of
a large gold reserve. Anaconda estimated a deposit at Mockingbird of at least 10
million tons grading 0.05 to 0.1 oz/ton gold, with additional resources of
silver and copper, putting the potential deposit size in the range of 500,000 to
1,000,000 ounces of gold, approximately the same size as Copperstone. The
Anaconda estimate is corroborated by US Geological Survey Open File Report
92-002 and the Arizona Department of Mines and Mineral Resources.

Western Gold

Western Gold controls 100 percent of certain mineral rights relating to the
Bouse property in Arizona. These mineral rights consist of twelve placer claims
spread over 1,300 acres in La Paz County, located just north of the Plomosa
Fault and include the Little Butte, Flat Fault, and Arrastre projects.

The 1,300 acre Bouse gold (silver - copper) property situated in the La Paz area
of western Arizona, USA, near the California border.

The mineralising event at Bouse was a mid-Tertiary epithermal event, causing
complex mineralisation of gold, fluorite, barite, and associated metals into
previous copper-specularite mineralisation. The prime cause was regional crustal
extension along the Plomosa Fault, just north of the Plomosa Mountains, which
has now been identified as a detachment fault. The "detachment fault" style of
deposit is best seen at Copperstone, the biggest gold discovery in Arizona in
the past 50 years, where 500,000 ounces of gold were profitably by Cyprus Gold
in the open pit there. The Mesquite mine is another of this type.

Mineralisation at Bouse is located primarily below the fault trace, in the lower
plate, in pre-Cambrian rocks older than 1 billion years. Mineralization is found
both in steeply dipping quartz veins and in laterally extensive breccia zones.
The nature of these structures and associated mineralization over almost all of
the 1,300 acres suggest further potential for major detachment fault gold
deposits, and other deposits associated with this style of mineralisation.

                                       5
<PAGE>
The Bouse area is an historic gold producer, with the Little Butte open pit and
underground mines as known producers. Importantly, the historical grade
recovered here averaged over 0.4 oz/ton. Around 2/3 of this production was from
the Little Butte Mine, where the Arizona Department of Mines and Mineral
Resources has recorded that the results of a 16-hold drilling programme showed
about 5 million tons of inferred ore grading between 0.05 and 0.30 oz/ton.

Others areas of interest within the Company's 1,300 acres are the Brindle
Claims, the high grade Arrastre Mine, the Blue Slate Mine and the Flat Fault
Mine.

The Company is now "hiving off" its Arizona Gold Mining Projects, Sierra Gold
and Western Gold into two new separate companies. These companies will operate
independently of each other but remain under the control of Great West Gold,
Inc.

The two new mining companies will each raise capital from external sources to
fund the Company's mining plans for these projects. It is anticipated that this
will result in an acceleration of the Company's plans to bring these Gold Mining
Projects to production.

Berlin-Bremen Stock Exchange

The Company's shares were admitted for trading on the Berlin-Bremen Stock
Exchange by a Broker without the knowledge, approval or cooperation of the
Company. Our Corporate Counsel has demanded that the company's shares be
delisted from the Berlin-Bremen Stock Exchange with immediate effect. We have
taken this action because they have never asked for any information or contacted
our Company in any regard, and therefore we are convinced that someone other
than our Company had an interest to have our shares traded on this exchange. We
have deemed this to not be in the best interest of our Company and our
shareholders as this abuse is now very widespread and is used only for the
purposes of the short selling of Company's stock, a practice which is illegal.
The rash of naked shorting is rumored to now being orchestrated through this
unregulated exchange. We believe that the constant selling pressure on our
shares in the market for some time, despite positive news, is linked to this
unauthorized listing.

We are reliant upon Sloane Holdings Limited ("Sloane") for our funding; and
should Sloane elect not to extend additional funds to us, we will not be in
a position to develop our mining concessions without raising additional
funding. Furthermore, the delay in funding may impact upon our ability to
complete our planned restructuring; and should that not take place, we will
not be in a position to develop our mining concessions.

                                       6
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                              GREAT WEST GOLD, INC.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


                                Table of Contents


<S>                                                                                            <C>
Report of Independent Registered Public Accountants....................................       F - 2

Balance Sheet .........................................................................       F - 3

Statements of Operations ..............................................................       F - 4

Statements of Changes in Stockholders' Equity..........................................       F - 5

Statements of Cash Flows ..............................................................       F - 6

Notes to Financial Statements..........................................................       F - 7 -13
</TABLE>

<PAGE>
             Report of Independent Registered Public Accounting Firm



To The Shareholders and Board of Directors
of Great West Gold, Inc.

     We have audited the accompanying balance sheet of Great West Gold, Inc. (an
exploration stage company) as of December 31, 2004 and the related statements of
operations,  changes  in  stockholders'  equity  and cash  flows for the  period
January  7,  2004  (inception)   through  December  31,  2004.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Great West Gold, Inc. as of
December 31, 2004,  and the results of its operations and its cash flows for the
period January 7, 2004 through  December 31, 2004 in conformity  with accounting
principles generally accepted in the United States.

     The accompanying  consolidated  financial statements referred to above have
been prepared  assuming that the Company will  continue as a going  concern.  As
more  fully  described  in Note 1, the  Company's  need to seek new  sources  or
methods  of  financing  or  revenue  to  pursue  its  business  strategy,  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans  as to  these  matters  are  also  described  in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



Jewett, Schwartz, & Associates

Hollywood, FL
May 25, 2005

                                      F-2

<PAGE>
                                  GREAT WEST GOLD, INC.
                             (An Exploration Stage Company)
                                      BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                                      December 31,
                                                                                                          2004
                                                                                                   -------------------

                                         ASSETS

<S>                                                                                                               <C>
Cash                                                                                                   $            -

   Total Current Assets                                                                                             -
                                                                                                   -------------------

TOTAL ASSETS                                                                                           $            -
                                                                                                   ===================


                        LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
  Accounts payable                                                                                     $       34,006
  Related party payable                                                                                       555,101
                                                                                                   -------------------

     TOTAL LIABILITIES                                                                                        589,107
                                                                                                   -------------------

STOCKHOLDERS' DEFICIENCY
Common Stock - $.0001 par value; 2,000,000,000,000 shares authorized;
8,367,071,045 issued and outstanding                                                                          836,707
Additionial paid-in capital                                                                                11,973,798
Accumulated deficit                                                                                       (13,399,612)
                                                                                                   -------------------

     TOTAL STOCKHOLDERS' DEFICIENCY                                                                          (589,107)
                                                                                                   -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                         $            -
                                                                                                   ===================
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements

                                      F-3
<PAGE>
                              GREAT WEST GOLD, INC.
                         (An Exploration Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                                           For the period from
                                               Year ended December 31,     Year ended December 31,   January 7, 2004 to December 31,
                                                      2004                          2003                           2004
                                              -----------------------     -------------------------  -------------------------------
<S>                                                              <C>                           <C>                             <C>
Revenues                                               $           -                  $          -                   $           -

OPERATING EXPENSES
General and administrative                                 5,415,370                             -                       5,415,370
Accounting                                                    27,047                             -                          27,047
Consulting                                                 4,595,966                             -                       4,595,966
Legal                                                         70,445                             -                          70,445
Exploration                                                3,290,784                             -                       3,290,784
                                              -----------------------     -------------------------  -------------------------------

Total Operating Expenses                                  13,399,612                             -                      13,399,612

NET LOSS FROM OPERATIONS                                 (13,399,612)                 $          -                   $ (13,399,612)
                                              -----------------------     -------------------------  -------------------------------


INCOME TAXES                                                       -                             -                               -
                                              -----------------------     -------------------------  -------------------------------

NET LOSS                                               $ (13,399,612)                 $          -                   $ (13,399,612)
                                              -----------------------     -------------------------  -------------------------------

Net loss per share - basic and diluted                 $       (0.00)                 $          -                   $       (0.00)
                                              =======================     =========================  ===============================

Weighted average number of shares
outstanding - basic and diluted                        2,971,962,875                    67,850,000                   2,971,962,875
                                              =======================     =========================  ===============================
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements

                                      F-4
<PAGE>
                              GREAT WEST GOLD, INC.
                         (An Exploration Stage Company)
                STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>




                                                   Common Stock 2,000,000,000,000
                                                         shares authorized              Accumulated
                                                  ------------------------------------  Additional         Deficit
                                                       Shares       Par Value            Paid-in         During the
                                                       Issued      $.0001 per share      Capital      Exploration stage      Total
                                                  ---------------- ----------------  ---------------  -----------------   ----------
<S>                                                  <C>                   <C>      <C>              <C>              <C>
BEGINNING BALANCE - December 31, 2003                 1,357,267             136      $  1,206,141     $   (1,211,627)  $     (5,350)

    Common stock issued in revese merger            200,000,640          20,000           (20,000)                 -               -

    Recapitalization adjustments in connection
    with reverse merger                                                                (1,207,222)         1,211,627          4,405

    Common stock issued in exchange for
    legal services                                      500,000              50             2,000                  -          2,050

    Issuance of common stock at $2.5 per share           48,000               5           119,995                  -        120,000

    Issuance of common stock in exchange for
    consulting services                               8,000,000             800            32,000                  -         32,800

    10 to 1 Forward stock split                   1,889,153,280         188,915          (188,915)                 -              -

    Issuance of common stock at $.10
    per share                                         7,500,000             750           749,250                  -        750,000

    Issuance of common stock in exchange
    for consulting services                          26,000,000           2,600                 -                  -          2,600

    Issuance of common stock for exploration
    costs                                         4,000,000,000         400,000         2,600,000                  -      3,000,000

    Issuance of shares in exchange for
    legal services                                   20,000,000           2,000                 -                  -          2,000

    Issuance of shares in exchange for
    consulting services                             320,000,000          32,000         4,470,000                  -      4,502,000

    Issuance of common stock at $.02
    per share                                       100,000,000          10,000         1,990,000                  -      2,000,000

    5 to 1 Forward stock split                    1,314,511,858         131,451          (131,451)                 -              -

    Issuance of common stock at $.005
     per share                                      480,000,000          48,000         2,352,000                  -      2,400,000

    Net Loss                                                  -               -                 -        (13,399,612)   (13,399,612)
                                                ---------------   --------------    --------------    ---------------  -------------

BALANCE - DECEMBER 31, 2004                       8,367,071,045   $     836,707      $ 11,973,798      $ (13,399,612)  $   (589,107)
                                                ===============   ==============    ==============    ===============  =============
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements

                                      F-5
<PAGE>
                              GREAT WEST GOLD, INC.
                         (An Exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                                            For the period from
                                                                    Year Ended December 31,                   January 7, 2004
                                                       ---------------------------------------------------   to December 31,
                                                                2004                        2003                 2004
                                                       -----------------------      ----------------------  -----------------
<S>                                                             <C>                      <C>                     <C>
Cash Flows from Operating Activities
   Net loss                                                     $ (13,399,612)           $              -        (13,399,612)
   Depreciation expense
   Issuance of common stock for services                            7,541,450                           -          7,541,450
  Adjustments to reconcile net loss to cash
  flows from operating activities:
Decrease in other current assets                                         (945)                                          (945)
     Increase (decrease) in accounts payable                           34,006                           -             34,006
     Increase in related party payable                                555,101                           -            555,101
                                                       -----------------------      ----------------------  -----------------

   Net cash used by operating activities                           (5,270,000)                          -         (5,270,000)
                                                       -----------------------      ----------------------  -----------------

Cash Flows from Investing Activities
   Net cash used by investing activities                                    -                           -                  -
                                                       -----------------------      ----------------------  -----------------

Cash Flows from Financing Activities
   Issuance of common stock                                         5,270,000                           -          5,270,000
                                                       -----------------------      ----------------------  -----------------

   Net cash provided by financing activities                        5,270,000                           -          5,270,000
                                                       -----------------------      ----------------------  -----------------

Change in Cash                                                              -                           -                  -

Cash - Beginning of year                                        $           -            $              -        $         -
                                                       -----------------------      ----------------------  -----------------

Cash - End of year                                              $           -            $              -        $         -
                                                       =======================      ======================  =================

Supplemental Disclosures:

Interest paid                                                   $           -            $              -        $         -
                                                       =======================      ======================  =================
Income taxed paid                                               $           -            $              -        $         -
                                                       =======================      ======================  =================
Issuance of common stock for consulting
services and exploration costs                                  $   7,541,450            $              -        $ 7,541,450
                                                       =======================      ======================  =================
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-6
<PAGE>
                              Great West Gold, Inc.

                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

NOTE 1 - NATURE OF OPERATIONS

Organization and Capitalization

In  January,  2004 the  Company  purchased  100% of the voting  stock of Barnard
Castle Limited,  Valley Forge Limited, and Steinbeck Limited ("Barnard,  Valley,
Steinbeck").  The  acquisition  was made for the  purpose of  acquiring  certain
rights to prospect for minerals in certain  concession  areas in the Republic of
Maki. The Company changed its name from Adven, Inc. to West Africa Gold, Inc. In
November 2004 the Company changed its name to Great West Gold, Inc.

The Company  issued  200,000,640  shares of its common stock with a par value of
$.001,  for all the  outstanding  stock of Barnard,  Valley and  Steinbeck.  The
transaction has been recorded as a reverse acquisition.

Exploration Stage Activities

The Company has been in the  exploration  stage since its  formation and has not
yet realized any revenues from its planned  operations.  It is primarily engaged
in the  acquisition  and  exploration of mining  properties.  Upon location of a
commercial minable reserve, the Company expects to actively prepare the site for
its extraction and enter a development stage.

Going Concern

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  shown  in the  accompanying  financial
statements,  the Company has no sales and has incurred  losses from  exploration
activities totaling approximately $13,000,000 since inception. The future of the
Company is  dependent  upon its  ability  to obtain  financing  and upon  future
profitable  operations  from the  development  of its  mineral  properties.  The
Company  may seek to obtain  short-term  loans  from its  directors  as a way of
funding cash flow requirements for the next twelve months.  Management has plans
to seek additional capital through a private placement or public offering of its
common stock.  These factors  raise  substantial  doubt that the Company will be
able to  continue  as a going  concern.  To the  extent  management's  plans are
unsuccessful in circumventing  the going concern  uncertainty;  the Company will
cease all  operations and no longer  continue as a going concern.  The financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  recorded  assets,  or the amounts of and  classification  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.

                                      F-7
<PAGE>
                              Great West Gold, Inc.

                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

The Company's future capital requirements will depend on many factors, including
costs of  exploration  of the  Property,  cash  flow from  operations,  costs to
complete  mine  production,  if  warranted,  and  competition  and global market
conditions.  The Company's  anticipated  recurring  operating losses and growing
working capital needs will require that it obtain additional  capital to operate
its business.  Further,  the Company does not have  sufficient  funds on hand to
complete the exploration of the Property.

The Company will depend almost  exclusively  on outside  capital to complete the
exploration  of the  Property.  Such  outside  capital  may  include the sale of
additional common stock and/or commercial  borrowing.  There can be no assurance
that capital will be available as necessary to meet these continuing development
costs or, if the capital is  available,  it will be on terms  acceptable  to the
Company.  The  issuances of  additional  equity  securities by the Company would
result  in a  significant  dilution  in the  equity  interests  of  its  current
stockholders. The Company does not have any arrangements in place for any future
equity financing.

Obtaining  commercial  loans,  assuming  those  loans would be  available,  will
increase the Company's  liabilities and future cash commitments.  If the Company
is unable to obtain financing in the amounts and on terms deemed acceptable, the
business and future success may be adversely affected.

Given the Company's limited operating history,  lack of sales, and its operating
losses,  there can be no  assurance  that it will be able to achieve or maintain
profitability.  Accordingly,  these  factors raise  substantial  doubt about the
Company's ability to continue as a going concern.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These  financial  statements and related notes are presented in accordance  with
accounting  principles generally accepted in the United States and are expressed
in US dollars.  The  Company has not  produced  any revenue  from its  principal
business and is an  exploration  stage company as defined by the  Securities and
Exchange Commission Guide No. 7.

                                      F-8
<PAGE>
                              Great West Gold, Inc.

                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities,  and  disclosure  of
contingent  assets and liabilities,  at the date of these financial  statements,
and the reported  amounts of revenues and expenses during the reporting  period.
Actual results could differ from those estimates.


Mineral Property Costs

Mineral property acquisition,  exploration and development costs are expensed as
incurred  until such time as economic  reserves are  quantified.  From that time
forward,  the Company will  capitalize  all costs to the extent that future cash
flows from mineral  reserves  equal or exceed the costs  deferred.  The deferred
costs will be amortized over the  recoverable  reserves when a property  reaches
commercial  production.  Costs  related  to site  restoration  programs  will be
accrued  over the life of the project.  To date the Company has not  established
any proven reserves on its mineral properties.

Stock-Based Compensation

The Company  accounts for stock options  issued to employees in accordance  with
the  provisions  of  Accounting   Principles   Board  ("APB")  Opinion  No.  25,
"Accounting  for Stock Issued to  Employees,"  and related  interpretations.  As
such,  compensation  cost is  measured  on the date of grant  as the  excess  of
current  market  price of the  underlying  stock over the exercise  price.  Such
compensation  amounts are amortized over the respective  vesting  periods of the
option grant.  The Company  adopted the  disclosure  provisions of SFAS No. 123,
"Accounting for  Stock-Based  Compensation,"  and SFAS No. 148,  "Accounting for
Stock Based  Compensation - Transition and Disclosure,' which allows entities to
provide  pr forma net  income  (loss)  and pro forma  earnings  (loss) per share
disclosures for employee stock option grants as if the fair-valued  based method
defined in SFAS No. 123 has been applied.

The Company accounts for stock options or warrants issued to  non-employees  for
goods or services in  accordance  with the fair value method of SFAS 123.  Under
this  method,  the  Company  records an  expense  equal to the fair value of the
options or warrants issued.  The fair value is computed using an options pricing
model.

                                      F-9
<PAGE>
                              Great West Gold, Inc.

                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

Loss Per Share

The Company  computed  basic and diluted loss per share amounts for December 31,
2004 and 2003  pursuant  to the  Statement  of  Financial  Accounting  Standards
("SFAS") No. 128, "Earnings per Share." There are no potentially dilutive shares
outstanding and, accordingly, dilutive per share amounts have not been presented
in the accompanying statements of operations.

Fair Value of Financial Instruments

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value of Financial  Instruments,"  requires disclosures of information regarding
the fair value of certain  financial  instruments for which it is practicable to
estimate  the  value.  For  purpose  of this  disclosure,  the  fair  value of a
financial instrument is the amount at which the instrument could be exchanged in
a current  transaction  between willing parties,  other than in a forced sale of
liquidation.

Comprehensive Loss

SFAS No. 130, "Reporting  Comprehensive  Income," establishes  standards for the
reporting and display of comprehensive  loss and its components in the financial
statements.  As of  December  31,  2004 and 2003 the  Company  has no items that
represent  comprehensive  loss and  therefore,  has not  included a schedule  of
comprehensive loss in financial statements.

Impairment of Long Lived Assets and Long Lived Assets to be Disposed Of

In August  2001,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards ("SFAS") No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" which supersedes both SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed  Of" and the  accounting  and  reporting  provisions  of  Accounting
Practice  Bulletin ("APB") Opinion No. 30,  "Reporting the Results of Operations
--  Reporting  the  Effects  of  Disposal  of  a  Segment  of  a  Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions," for
the disposal of a segment of a business (as previously defined in that opinion).

This  statement  establishes  the accounting  model for long-lived  assets to be
disposed of by sale and applies to all long-lived assets, including discontinued
operations.  This statement  requires those long-lived assets be measured at the
lower of carrying  amount or fair value less cost to sell,  whether  reported in
continuing  operations  or  discontinued  operations.   Therefore,  discontinued

                                      F-10
<PAGE>
                              Great West Gold, Inc.

                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

operations will no longer be measured at net realizable value or include amounts
for operating  losses that have not yet occurred.  The Company  adopted SFAS No.
144 in the fiscal  year  ending  October  31,  2002.  SFAS No. 144  retains  the
fundamental  provisions of SFAS No. 121 for recognizing and measuring impairment
losses on long-lived assets held for use and long-lived assets to be disposed of
by sale, while also resolving significant  implementation issues associated with
SFAS No. 121.

Recent Authoritative Pronouncements

Other-Than-Temporary Impairment of Investments

In March 2004, the EITF of the FASB reached a consensus on Issue No. 03-01, "The
Meaning  of  Other-Than-Temporary  Impairment  and Its  Application  to  Certain
Investments"   ("EITF   03-01").   EITF   03-01   addresses   the   meaning   of
other-than-temporary   impairment  and  its   application  to  debt  and  equity
securities within the scope of SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity  Securities"  ("SFAS 115") and equity securities that are not
subject to the scope of SFAS 115 and not  accounted  for under the equity method
of accounting.  As of December 31, 2004, the Company  determined that EITF 03-01
had no impact on its consolidated financial statements.

Contingently Convertible Instruments

In September 2004, the EITF reached a consensus on Issue No. 04-08,  "The Effect
of Contingently  Convertible  Instruments on Diluted  Earnings Per Share" ("EITF
04-08"),  which is effective for  reporting  periods  ending after  December 15,
2004. EITF 04-08 requires companies to include shares issuable under convertible
instruments in diluted earnings per share computations (if dilutive)  regardless
of whether the market price trigger (or other contingent  feature) has been met.
In addition,  prior period earnings per share amounts  presented for comparative
purposes must be restated. EITF 04-08 did not impact earnings per share in 2004.

Share-Based Payment

In December  2004,  the FASB issued a revision of SFAS 123 ("SFAS  123(R)") that
will require  compensation costs related to share-based payment  transactions to
be recognized  in the  statement of  operations.  With limited  exceptions,  the
amount of compensation  cost will be measured based on the grant-date fair value
of the equity or liability  instruments  issued.  In addition,  liability awards
will be re-measured each reporting period.  Compensation cost will be recognized
over the period that an  employee  provides  service in exchange  for the award.

                                      F-11
<PAGE>
                              Great West Gold, Inc.

                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


SFAS 123(R)  replaces SFAS 123 and is effective as of the first  interim  period
beginning  after  June 15,  2005.  Based on the  number  of  shares  and  awards
outstanding  as of December  31, 2004 (and without  giving  effect to any awards
which may be granted in 2005),  we expect that the  adoption of SFAS 123(R) will
have no material impact to the financial statements.

In November  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting Standard ("SFAS") No. 151, "Inventory Costs."
The new statement amends Accounting Research Bulletin ("APB") No. 43, Chapter 4,
"Inventory  Pricing," to clarify the  accounting  for  abnormal  amounts of idle
facility expense,  freight,  handling costs, and wasted material. This statement
requires that those items be recognized as  current-period  charges and requires
that allocation of fixed production overheads to the cost of conversion be based
on the normal capacity of the production facilities. This statement is effective
for fiscal  years  beginning  after June 15,  2005.  The Company does not expect
adoption of this statement to have a material impact on its financial  condition
or results of operations.

In December 2004,  the FASB issued SFAS No. 123 (revised  2004) (SFAS  123(R)"),
"Share-Based  Payment." This  statement  replaces SFAS No. 123  "Accounting  for
Stock-Based  Compensation,"  and supersedes APB Opinion No. 25,  "Accounting for
Stock Issued to Employees." SFAS 123(R) will require the fair value of all stock
option  awards issued to employees to be recorded as an expense over the related
vesting  period.  The statement also requires the  recognition  of  compensation
expense for the fair value of any unvested  stock option awards  outstanding  at
the date of  adoption.  The  Company  does not expect the  adoption of this SFAS
123(R) to have a material impact relating to outstanding  options/warrants since
a majority of the awards granted at December 31, 2004 will be fully vested prior
to our adoption.

NOTE 3 - SUBSEQUENT EVENT

In March,  2005 the Company  recorded a 25% stock dividend on all the issued and
outstanding common shares.

NOTE 4- INCOME TAXES

Deferred  income taxes arise from timing  differences  resulting from income and
expense items  reported for financial  accounting  and tax purposes in different
periods.  A deferred tax asset  valuation  allowance is recorded when it is more
likely  than not that  deferred  tax assets will not be  realized.  There are no
deferred taxes as of December 31, 2004.

                                      F-12
<PAGE>
                              Great West Gold, Inc.

                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


There was no income tax expense for the years ended  December  31, 2004 and 2003
due to the Company's net losses.

The  Company's tax expense  (benefit)  differs from the  "expected"  tax expense
(benefit) for the years ended  December 31, 2004 and 2003  (computed by applying
the Federal Corporate tax rate of 34% to loss before taxes), as follows:

                                                     2004              2003
                                                  -----------     --------------
    Computed "expected" tax expense (benefit)     $   (  -  )     $  (    -    )
    Benefit of operating loss carryforwards              -                -
                                                  -----------     --------------
                                                  $      -        $       -
                                                  ===========     ==============

The effects of temporary  differences that gave rise to significant  portions of
deferred tax assets and liabilities at December 31, 2004 are as follows:

           Deferred tax assets:                               2004
                                                        ----------------
           Current deferred tax assets                  $             -
           Net operating loss carryforward                    5,200,000
                                                        ----------------
           Total gross deferred tax assets                    5,200,000
           Less valuation allowance                          (5,200,000)
                                                        ----------------
           Net deferred tax assets                      $             -
                                                        ================

The Company has a net operating loss  carryforward of approximately  $13,000,000
available to offset future  taxable  income through 2025 which may be subject to
various Internal Revenue Code limitations.

The valuation  allowance at December 31, 2004 was $5,200,000.  The net change in
valuation allowance during the year ended December 31, 2004 was an increase of $
5,200,000.

                                      F-13

<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Effective December 1, 2004, Mark Bailey and Company, Ltd ("Bailey & Co.")
resigned as independent auditor for the Company due to the fact that Bailey and
Co. could no longer provide the level of service required for the Company. On
February 8, 2005, the Company engaged Jewett Schwartz & Associates ("Jewett") as
its principal independent accountant. This decision to engage Jewett was
ratified by the majority approval of the Board of Directors of the Company.

Management of Great West Gold, Inc. is unaware of any disagreements with Bailey
& Co. related to any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. For the most recent fiscal
year and any subsequent interim period through Bailey & Co.'s resignation on
December 1, 2004, there has been no disagreement between the Company and Bailey
& Co. on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Bailey & Co. would have caused it to make a reference to
the subject matter of the disagreement in connection with its reports.

Our new accountant is Jewett Schwartz & Associates in Hollywood, Florida. We do
not presently intend to change accountants. At no time have there been any
disagreements with such accountant regarding any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.

ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures
------------------------------------------------

Richard Axtell, our principal executive officer and principal financial officer
evaluated our disclosure controls and procedures (as defined in rule 13a-14(c)
and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a
date within 90 days before the filing of this annual report (the Evaluation
Date). Based on that evaluation, our principal executive officer and principal
financial officer concluded that, as of the Evaluation Date, the disclosure
controls and procedures in place were adequate to ensure that information
required to be disclosed by us, including our consolidated subsidiaries, in
reports that we file or submit under the Exchange Act, is recorded, processed,
summarized and reported on a timely basis in accordance with applicable rules
and regulations. Although our principal executive officer and principal
financial officer believes our existing disclosure controls and procedures are
adequate to enable us to comply with our disclosure obligations, we intend to
formalize and document the procedures already in place and establish a
disclosure committee.

Changes in internal controls
----------------------------

                                       7
<PAGE>
We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.

Critical Accounting Policies
----------------------------

Our financial statements and related public financial information are based on
the application of accounting principles generally accepted in the United States
("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.

Our significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, our views certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.

ITEM 9 - DIRECTORS, EXECUTIVES

Officers, Promoters, and Control Persons; Compliance with Section 16(a) of the
Exchange Act

     (a)  Directors and Executive Officers



NAME                      AGE          POSITION          1st Year with Company
---------                ------      -------------     -------------------------
Richard Mark Axtell        42       President, CEO               2004
                                    CFO, Secretary
                                    Director

Business Experience

RICHARD MARK AXTELL

                                       8
<PAGE>
Richard Axtell has been President, Chief Executive Officer, Chief Financial
Officer, Secretary and Director of the Company since January 7, 2004. Mr. Axtell
is a change management professional with over 17 years experience in the
development and implementation of strategic plans. From 2000 - 2003, Mr. Axtell
was the General Manager of Regus PLC where he reported to the group CEO and
assumed a senior "trouble shooting" position with responsibility for the groups
most challenged markets. In the first year he was based in Eastern Europe with
Managing Director responsibilities for this long term problem region and the
targeted turn-round expectation was 12 months. In the second year he was brought
into London to protect and grow the groups most (revenue and EBIT) valuable
business during the hardening of the B2B markets.

From 1997 - 2000, he was the Chief Executive Officer of Essential Beverage
Holdings Limited. Mr. Axtell was based in South Africa where he was brought in
to control group holdings board and was appointed to achieve business growth
through a logical restructure program. Mr. Axtell turned the organization into a
public listed company and raised capital to fund future expansion programs.

ADVISORY COMMITTEE

MICHAEL SANER

Michael Saner has over 36 years of post-graduate experience in all aspects of
the business of mineral and resource exploration, assessment, feasibility,
development, operation, investment and finance of minerals beneficiation and
other projects covering a wide range of commodities and deposit types with
on-the-ground experience in 23 countries and while holding positions ranging
from Geological Field Assistant to Managing Director of unlisted and stock
exchange-listed companies.

Michael's consulting to the Company is in connection .with the exploration,
development, assessment, marketing, and management of mineral resource projects.
Experienced exploration and mine geologists, surface and underground mining
engineers, materials process development engineers, and marketing and economics
professionals are available on an associate basis to assist in undertaking
detailed project assessments and operational planning to meet the industry's
highest standards in a wide variety of mineral commodities. This includes
regional and detailed field exploration investigations, project evaluations,
pre-feasibility and feasibility study assessments (to "bankable" document and
"Competent Person's" standards, as required), financial structuring, project
development, implementation, and operational management.

Michael's Capabilities lie in minerals project planning, design and management
covering an integrated field of geological services, open pit, quarry and mine
design, metallurgical testwork, plant and materials handling design, feasibility
studies, economic evaluation, investment analysis, financial structuring,
marketing studies, planning and permitting, environmental assessment as well as
strategic analysis, assessment and recommendations and project implementation.

The location of completed assignments ranges from the desert environments of
Namibia and Iran, to the tropical areas of West and Central Africa, the
mountainous terrains of Argentina and Iran, the corporate environment of South


                                       9
<PAGE>
African mining houses, the financial world of Johannesburg and London, and the
continental climate of Central Asia. Countries of assignments to date are South
Africa, Namibia, Botswana, Zimbabwe, Malawi, Tanzania, Kenya, Ghana, Cote
d'Ivoire, Iran, England, Canada, United States of America, Greece, Australia,
Brazil, Argentina, Uzbeikistan, Zaire, Morocco and Mali.

Michael has been a Professional Natural Scientist since February 1984, a
Chartered Engineer (United Kingdom) since June 1976 and has a Bachelor of
Science Degree in Geology since December 1967. He is a Fellow of the South
African Institute of Mining and Metallurgy and a Member of the Institution of
Materials, Minerals & Mining in the United Kingdom.

DR. WAYNE P. COLLISTON

Dr. Wayne P. Colliston is a professional geologist and received an
internationally recognized PhD degree in geology from the University of the Free
State (UFS), South Africa, in 1990. The title of the thesis is " A stratigraphic
and structural investigation of part of the Namaqua mobile belt between
Dabenoris and Steyerkraal, South Africa". He is a fellow of the Geological
Society of London; he is also a registered Pr. Sci. Nat. with the South African
Council for Natural Professions (SACNAS; registered since 1983), which qualifies
him as a Competent Person and enables him to be the author of Competent
Persons's Reports for evaluation and investment purposes.

Dr Colliston is currently employed as a senior lecturer in the Geology
Department of the University of the Free State; he was also an appointed
Research Associate at the Royal School of Mines, Imperial College of Science,
University of London. He has been involved in the study, teaching, research, and
application and consulting in the geological sciences for the past 24 years.
He is the author of 148 scientific contributions and has addressed geological
audiences at both national and international conferences and symposia. He is
also on the review panel of a number of international earth science journals as
well as the National Research Foundation.

His professional experience in the geological field is primarily in South
Africa, Namibia, United Kingdom, Australia, Brazil, Israel, Western and Southern
Europe, Turkey and the Southwestern USA. Part of this experience also covers
Exploration Geology in base metals, gold and diamonds and includes remote
sensing applications and the interpretation of satellite imagery and aerial
photo analysis, hydrogeology, geophysics, geochemistry, and geostatistics.

Dr. Colliston has specialized knowledge in the fields of structural, metamorphic
and economic- geology, the tectonics and structure of gneiss terrains, fold and
thrust belts, geological mapping, geological synthesis, and in the economic
evaluation of mineral projects.

Research and consulting work has covered diverse topics and areas:

     |X|  Gold in shear zones in County Mayo, Ireland.

                                       10
<PAGE>
     |X|  Structural controls of petroleum basement reservoirs in northern
          Scotland and the Orkneys.
     |X|  Regional geological surveys of the Proterozoic Namaqua Metamorphic
          Complex.
     |X|  Base metal exploration in the Namaqua Metamorphic Complex.
     |X|  Broken Hill type deposits in Australia and South Africa.
     |X|  Stratigraphic and structural controls on the Tsongoari Pb-Zn-Cu-Ag
          (Ba) deposit Kaokoland, Namibia.
     |X|  Volcanogenic deposits of the Iberian Pyrite Belt in Spain and
          Portugal.
     |X|  The study of the Vredefort impact crater and the effects thereof on
          the structural and metamorphic development of the gold-bearing
          Archaean Witwatersrand Group.
     |X|  The structural controls on fractured groundwater aquifers in the Karoo
          Supergroup and their associated hydrological characteristics.
     |X|  The structural and stratigraphic controls on emerald deposits in
          northern Zambia.
     |X|  The tectonic and geological controls on: (i) river systems with
          diamondiferous gravels in South Africa and, (ii) diamondiferous marine
          terrace and embayments along the Skeleton Coast of Namibia.
     |X|  The exploration for and economic evaluation of diamond deposits of
          alluvial and kimberlite origins in South Africa and Namibia.
     |X|  Petrographic analysis of gold mineralisation in rocks from Mali, West
          African Craton.
     |X|  The structural controls of gold mineralisation in the Phanerozoic Cape
          Fold Belt.
     |X|  Exploration for Epithermal and Shear-zone hosted gold deposits on the
          South American Amazon Craton, Brazil.
     |X|  Environmental impact studies of alluvial diamond mining in fluvial and
          marine environments along the Namibian Skeleton Coast.

Dr. Colliston has consulted for a number of companies e.g. Anglo American, Anglo
Vaal, Gold Fields of SA, Randgold Expl., Rio Tinto, Falconbridge, Billiton,
Harmony Gold, KDMC Ltd, Tradeline Namibia (Pty) LTD, the Institute of
Groundwater Studies, Water Research Commission, and has research collaboration
with institutes such as the Royal School of Mines, University of the
Witwatersrand, University of Pretoria and University of Vienna.

Dr. Colliston is a Director of Dwyka Diamonds (Pty) Limited, a company
established to explore for new diamond fields in South Africa. He is also a
Director of Dwyka Investments (Pty) Limited, a company established to develop
diamond projects in South Africa, and a Director of Haraambe Mining (Pty)
Limited, a South African Black Empowerment Mining Company established to develop
various Mining Projects in that country.

HENRY NELL

Mr. Henry Nell B.Com. MMP is a qualified Mine Manager and Mining Consultant with
over twenty years of experience in the field. He has been at the "coalface" of
various Gold, Platinum and Coal mines in South Africa as Mine Manager and as
Senior Project Engineer. He has also been a Lecturer at the South African
College of Mining preparing surveyors, mine overseers and Mine Managers for
Certificate of Competency Examinations.

Mr. Nell spent two years as CEO of a dolomitic limestone milling operation and

                                       11
<PAGE>
as Contracts Manger in charge of all shaft sinking and development contractors
at a highly mechanized underground Copper Mine. He has had thirteen years of
experience in South Africa and in Namibia as a Mining Consultant for various
Mining Institutions to design, plan and co-ordinate "green fields" Mining
Projects.

Mr. Nell's accomplishments include:-

     |X|  Opening of Ferreira Deep Mine to stabilize worked-out areas of defunct
          mine in Johannesburg CBD for the erection of the Price Forbes
          Head-Office, Sauer Street.
     |X|  Principal contractor for the design and sinking of incline and
          vertical shafts at Zululand Anthracite Colliery.
     |X|  Erection and improvements to dolomite milling operations at Daleside
          for and on behalf of Mindis International Corporation. Established
          marketing infrastructure for the supply of limestone to gold and coal
          mining industries.
     |X|  Stabilization of gold outcrop workings along the main reef area of the
          Witwatersrand basin on behalf of Rand Mines Properties Ltd, for the
          erection of factory and warehouse facilities.
     |X|  Contractor selection and implementation of the in-pit crusher and
          incline project at Palabora Mining Company on behalf of Fluor-Daniel.
     |X|  Contract anthracite and coal mining (opencast and underground) in
          Natal and Transvaal areas on behalf of Minesa Energy (Pty) Ltd.
     |X|  Mining Consultant to Namibia Development Corporation for all new
          "greenfields" mining projects in Namibia.
     |X|  Exploration shaft and lateral development at Palabora Mining Company.
     |X|  Tender specifications and contractor selection on behalf of Rio Tinto
          Management Services Ltd. |X| Phase three of Palabora Underground
          Mining Project feasibility study for Fluor-Daniel - optimum siting and
          detailed design of vertical shafts for a 30 000 tpd block cave mine
          under an existing operating opencast mine.
     |X|  On behalf of Rio Tinto Management Services, prepared tender documents
          (with Farrow Laing), adjudicated and selected mining contractors for
          Palabora Mining Company's underground copper mine.
     |X|  Contracts Manager - Mining at Palabora Underground Mining project.
     |X|  Responsible for the execution of the shaft sinking and underground
          development contracts by which the 30 000 tpd block cave mine was
          prepared for production in 2002.
     |X|  Consultant / Manager for Coal Bed Methane Gas Extraction Project in
          the Waterberg area conducted by Amcoal.
     |X|  Consultant to Maluti Resources/Marang Resources mining companies
          (Affirmative Action Mining Group).
     |X|  Consultant to Salene Management Services for a new platinum mine in
          the Bushveld Igneous Complex.

Consultant/Manager/Safety Officer - Waterberg 5-Spot C.B.M. Project


Compliance with Section 16 (a) of the Securities and Exchange Act of 1934:

                                       12
<PAGE>
We did not file Form 5's for our fiscal year ending December 31, 2004.

CODE OF ETHICS

The Company has adopted a Code of Ethics applicable to its Chief Executive
Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.


ITEM 10 - EXECUTIVE COMPENSATION

Cash Compensation

No cash compensation has been paid to the officers and directors of the Company.

Compensation Pursuant to Plans

No compensation was paid to executive officers pursuant to any plan during the
fiscal year just ended, and the Company has no agreement or understanding,
express or implied, with any officer or director concerning employment or cash
compensation for services.

Other compensation

None.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the 9,861,754,440 shares of Common Stock of the Company as of the
date of June 15, 2005 by (i) each person who is known by the Company to be the
beneficial owner of more than five percent (5%) of the issued and outstanding
shares of common stock, (ii) each of the Company's directors and executive
officers, and (iii) all directors and officers as a group.

                      NAME OF             SHARES OF
TITLE OF CLASS   BENEFICIAL OWNER        COMMON STOCK     PERCENT OF CLASS
--------------------------------------------------------------------------------
Common         Richard  Axtell (1)             0                   0
               President, CEO,
               CFO and Director


Common         Hanover Capital Group plc    854,270,880         8.66%

DIRECTORS AND                                  0                   0
OFFICERS AS A GROUP

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(1) Mr. Richard Axtell, the sole Officer and Director of the Company, does not
directly own any shares of the Company.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

None

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8K

     (a)  Exhibits:

          None

     (b) Reports of Form 8-K filed in fourth quarter of the fiscal year:

     On February 16, 2005, the Company filed an 8K based on a change in
     accountant.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company's fiscal year ended December 31, 2004, we were billed
approximately $12,000 for professional services rendered for the audit of our
financial statements. We were billed $27,047 for the review of financial
statements included in our periodic and other reports filed with the Securities
and Exchange Commission for our year ended December 31, 2004.

Tax Fees

For the Company's fiscal year ended December 31, 2004, we were not billed for
professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2004.

                                       14
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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


                 Great West Gold, Inc.

                 By: /s/ Richard Axtell
                         --------------
                         Richard Axtell
                         President, CEO and CFO

Dated: June 15, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Name                                   Title                          Date

/s/Richard Axtell       President and Chief Executive Officer     June 15, 2005
   --------------
   Richard Axtell