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EX-32.2 - CERTIFICATION - Cibolan Gold Corpgnmt_ex322.htm
EX-31.2 - CERTIFICATION - Cibolan Gold Corpgnmt_ex312.htm
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EX-32.1 - CERTIFICATION - Cibolan Gold Corpgnmt_ex321.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
(Mark One)
 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended October 31, 2010
or
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from______to_______
 
Commission File Number  000-30230
 
 
GENERAL METALS CORPORATION
 
 
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
65-0488983
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
615 Sierra Rose Drive, Suite 1, Reno NV
 
89511
(Address of principal executive offices)
 
(Zip Code)
 
 
775.583.4636
 
 
(Registrant’s telephone number, including area code)
 
 
 
 N/A
 
 
(Former name, former address and former fiscal year, if changed since last report)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ YES o NO
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
(Do not check if a smaller reporting company)
o
Smaller reporting company
þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  YES þ NO
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.     
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
 226,024,719 common shares issued and outstanding as of December 17, 2010.
 


 
 

 
 
PART 1 – FINANCIAL INFORMATION
 
 
ITEM 1. FINANCIAL STATEMENTS.
General Metals Corporation
 (An Exploration Stage Company)

Unaudited Condensed Consolidated Balance Sheet
 
   
October 31,
   
April 30
 
   
2010
   
2010
 
ASSETS
 
             
Current assets
           
Cash and cash equivalents
  $ 288     $ 9,636  
Short-term investments
    -       177,796  
Prepaid expenses
    42,771       24,650  
                 
Total current assets
    43,059       212,082  
                 
Other assets
               
Land
    67,742       67,742  
Mineral property
    613,941       613,941  
Property and equipment, net
    13,621       16,296  
Other assets
    37,800       37,800  
                 
Total other assets
    733,104       735,779  
                 
Total assets
  $ 776,163     $ 947,861  
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
 
                 
Current Liabilities
               
Notes payable, current portion
  $ 6,951     $ 106,750  
Accounts payable
    573,687       610,326  
Accrued liabilities
    192,055       120,439  
Accounts payable to related parties
    124,225       95,163  
Loan from related parties
    33,800       48,800  
                 
Total current liabilities
    930,718       981,478  
                 
Long-term liabilities
               
Notes payable, net of current portion
    39,330       42,155  
                 
Total long-term liabilities
    39,330       42,155  
                 
Total liabilities
    970,048       1,023,633  
                 
Commitments and Contingencies
               
                 
Stockholders' (deficit)
               
Preferred stock, authorized 50,000,000
               
shares, par value $0.001, zero issued and
               
outstanding
    -       -  
                 
Common stock, authorized 500,000,000
               
shares, par value $0.001, issued and
               
outstanding on October 31, 2010 and April 30, 2010
               
is 225,202,577 and 219,321,625 respectively
    225,203       219,322  
                 
Additional paid-in capital
    9,590,499       9,388,630  
Subscriptions (receivable)
    (25,000 )     (25,000 )
Accumulated deficit during exploration stage
    (9,984,587 )     (9,658,724 )
                 
Total stockholders' (deficit)
    (193,885 )     (75,772 )
                 
Total liabilities and stockholders' (deficit)
  $ 776,163     $ 947,861  

The accompanying notes are an integral part of these statements
 
 
1

 
 
General Metals Corporation
 (An Exploration Stage Company)

Unaudited Condensed Consolidated Statements of Operations

                March 15, 2006  
   
Three Months Ended October 31,
   
Six Months Ended October 31,
   
to October 31,
 
   
2010
   
2009
   
2010
   
2009
   
2010
 
Revenue
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                         
Operating expenses
                                       
Depreciation and amortization
   
1,337
     
1,790
     
2,675
     
3,398
     
27,245
 
General and administrative
   
19,368
     
47,710
     
44,053
     
69,389
     
1,368,088
 
Management and consulting
   
60,531
     
261,067
     
118,221
     
703,394
     
5,264,217
 
Exploration and development
   
25,060
     
321,029
     
64,765
     
430,231
     
2,627,003
 
Professional fees
   
46,552
     
68,261
     
59,825
     
126,811
     
605,327
 
                                         
Total expenses
   
152,848
     
699,857
     
289,539
     
1,333,223
     
9,891,880
 
                                         
(Loss) from operations
   
(152,848
)
   
(699,857
)
   
(289,539
)
   
(1,33,223
)
   
(9,891,880
)
                                         
Other income (expenses)
                                       
Interest expense
   
(1,553
)
   
(1,372
)
   
(3,364
)
   
(3,619
)
   
(26,390
)
Gain on sale of mineral properties
   
-
     
-
     
-
     
-
     
1,249,072
 
Realized gain/(loss) on sale of investments
   
1,384
     
(1,906
)
   
(32,152
)
   
(1,906
)
   
(109,641
)
Other income
   
-
     
-
     
-
     
-
     
12,200
 
Gain/(loss) on foreign currency exchange
   
(808
)
   
-
     
(808
)
   
-
     
6,354
 
Other than temporary impairment of investments
   
-
     
-
     
-
     
-
     
(1,224,302
)
                                         
(Loss) before income taxes
   
(153,826
)
   
(703,135
)
   
(325,863
)
   
(1,338,748
)
   
(9,984,587
)
                                         
Provision for income taxes
   
-
     
-
     
-
     
-
     
-
 
                                         
Net (loss)
 
$
(153,826
)
 
$
(703,135
)
 
$
(325,863
)
 
$
(1,338,748
)
 
$
(9,984,587
)
                                         
Earnings per common share:
                                       
Basic & Diluted
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.01
)
 
$
(0.01
)
       
                                         
Weighted average shares outstanding:
                                       
Basic & Diluted
   
221,490,362
     
215,981,328
     
221,242,950
     
202,487,296
         
 
The accompanying notes are an integral part of these statements
 
 
2

 
 
General Metals Corporation
 (An Exploration Stage Company)

Unaudited Condensed Statement of Consolidated Stockholders' Equity and Comprehensive Loss
 
                           
(Deficit)
             
                           
Accumulated
   
Accumulated
       
   
Common Stock
         
Stock
   
During
   
Other
       
   
Issued
         
Paid in
   
Subscriptions
   
Exploration
   
Comprehensive
   
Total
 
   
Shares
   
Amount
   
Capital
   
(Receivable)
   
Stage
   
Income/(Loss)
   
(Deficit)
 
 
Balance, April 30, 2005
    31,354,400     $ 31,354     $ 450,523     $ (127,500 )   $ (208,251 )     -     $ 146,126  
                                                         
Cash Received for Subscriptions
                                                       
   Receivable
                            127,500                       127,500  
Common Stock Issued for Cash at $0.25
                                                       
   In Private Placement
    44,000       44       4,956                               5,000  
Common Stock Issued for Cash at $0.125
                                                       
   In Private Placement
    26,400       26       2,974                               3,000  
Common Stock Issued at $0.001 to
                                                       
   exercise lease agreement
    5,500,000       5,500       530,350                               535,850  
Common Stock Issued for Cash at $0.125
                                                       
   In Private Placement
    2,782,450       2,782       313,406                               316,188  
Common Stock Issued in Reorganization
    8,436,541       8,437       (787,983 )             208,251               (571,295 )
Common Stock Issued to Convert Debt at
                                                       
   0.0185 as Agreed in February 2005
    22,034,546       22,035       591,998                               614,033  
Common Stock Issued as Incentive
    550,000       550       (50 )                             500  
Common Stock Returned and Cancelled
    (550,000 )     (550 )     50                               (500 )
Common Stock Issued in Exercise of
                                                       
Warrants at $0.25
    702,900       703       159,047                               159,750  
Net (Loss)
                                    (637,068 )             (637,068 )
Balance, April 30, 2006
    70,881,237       70,881       1,265,271       -       (637,068 )     -       699,084  
                                                         
Deposit received on Private Placement
                            76,000                       76,000  
Common Stock Issued in Exercise of
                                                       
   Warrants at $0.25
    110,000       110       24,890                               25,000  
Common Stock Issued for Cash at $0.125
                                                       
   In Private Placement
    440,000       440       49,560       (50,000 )                     -  
Common Stock Issued for Service at
                                                       
   $0.125 per share
    158,400       158       17,842                               18,000  
Common Stock Issued for Purchase of
                                                       
   fixed asset at $0.075
    220,000       220       14,780                               15,000  
Common Stock Issued for Cash at $0.075
    164,495       164       11,052                               11,216  
Common Stock Issued for Services at
                                                       
   $0.075 per share
    330,000       330       22,170                               22,500  
Common Stock Issued to Convert Debt
                                                       
   $0.075 per share
    513,333       513       34,487                               35,000  
Common Stock Issued for Cash at $0.075
                                                       
   In Private Placement
    3,770,063       3,770       253,280       (163,800 )                     93,250  
Common Stock Issued for Cash at $0.075
                                                       
   For Exploration Rights
    1,100,000       1,100       249,828                               250,928  
Common Stock Issued for Cash at $0.075
                                                       
   For Employee Incentive
    275,000       275       18,475                               18,750  
Common Stock Issued for Cash at $0.125
                                                       
   In Private Placement
    2,332,000       2,332       262,668                               265,000  
Common Stock Issued for Cash at $0.125
                                                       
   In Private Placement
    363,440       363       40,937       (41,300 )                     -  
Cash Received for Subscriptions
                                                       
   Receivable
                            137,800                       137,800  
Stock-based compensation expense
                    1,447,734                               1,447,734  
Net (Loss)
                                    (2,087,666 )             (2,087,666 )
Balance, April 30, 2007
    80,657,967       80,656       3,712,974       (41,300 )     (2,724,734 )     -       1,027,596  
 
The accompanying notes are an integral part of these statements
 
 
3

 
 
                           
(Deficit)
             
                           
Accumulated
   
Accumulated
       
   
Common Stock
         
Stock
   
During
   
Other
       
   
Issued
         
Paid in
   
Subscriptions
   
Exploration
   
Comprehensive
   
Total
 
   
Shares
   
Amount
   
Capital
   
(Receivable)
   
Stage
   
Income/(Loss)
   
(Deficit)
 
Common Stock issued to
convert Debt at
                                                       
$0.075 per share
    513,333       513       34,487                               35,000  
Common Stock Issued for Cash at $0.125
                                                       
In Private Placement
    667,040       667       75,133                               75,800  
Common Stock Issued in Exercise of
                                                       
Share Purchase Warrants at $0.075
    2,520,979       2,522       157,243                               159,765  
Common Stock Issued in Exercise of
                                                       
Share Purchase Warrants at $0.20
    654,500       655       118,345                               119,000  
Common Stock Issued in Exercise of
                                                       
Share Purchase Warrants at $0.125
    44,000       44       4,956                               5,000  
Common Stock Issued for purchase of
                                                       
asset at $0.125
    132,000       132       14,868                               15,000  
Common Stock Issued in Exercise of
                                                       
Share Purchase Warrants at $0.20
    216,000       216       42,984                               43,200  
Common Stock Issued for Cash at $0.125
                                                       
In Private Placement
    52,470       53       6,506                               6,559  
Cash Received for Subscriptions
                                                       
Receivable
                            50,300                       50,300  
Common Stock Issued for Cash at $0.20
                                                       
In Private Placement
    2,503,000       2,503       484,497       (160,000 )                     327,000  
Common Stock Issued in Exercise of
                                                       
Share Purchase Warrants at $0.07
    733,334       733       49,267                               50,000  
Common Stock Issued for Cash at $0.15
                                                       
In Private Placement
    900,000       900       134,100       (35,000 )                     100,000  
Cash Received for Subscriptions
                                                       
Receivable
                            151,000                       151,000  
Common Stock Issued in Exercise of
                                                       
Share Purchase Warrants at $0.068
    146,667       147       9,853                               10,000  
Common Stock Issued in Exercise of
                                                       
Share Purchase Warrants at $0.10
    110,000       110       7,390                               7,500  
Common Stock Issued in Exercise of Share
                                                       
Purchase warrants at $0.114
    176,000       176       19,824                               20,000  
Common Stock Issued for services to the
                                                       
advisory board at $0.15
    2,000,000       2,000       298,000                               300,000  
Common Stock Issued for Cash at $0.15
                                                       
In Private Placement
    100,000       100       14,900                               15,000  
Common Stock Issued in Exercise of Share
                                                       
Purchase warrants at $0.075
    86,667       87       8,913       (9,000 )                     -  
Common Stock Issued in Exercise of Share
                                                       
Purchase warrants at $0.114
    2,200       2       248                               250  
Common Stock Issued for Cash at $0.20
                                                       
In Private Placement
    590,000       590       58,410                               59,000  
Common Shares issued for Cash at $0.15
                                                       
In Private Placement
    44,299       44       6,601                               6,645  
Common Stock Issued in Exercise of
                                                       
Share Purchase warrants at $0.068
    146,300       147       9,853                               10,000  
Common Stock Issued for services $at 0.125
    100,000       100       12,400                               12,500  
Common Stock Issued for Cash at $0.20
                                                       
In Private Placement
    100,000       100       9,900                               10,000  
Common Stock Issued for Cash at $0.05
                                                       
In Private Placement
    400,000       400       19,600                               20,000  
Common Stock Issued in Exercise
                                                       
of Share Purchase warrants at $0.05
    275,000       275       13,475                               13,750  
Common Stock Issued in Exercise of
                                                       
Share Purchase warrants at $0.085
    29,412       30       2,470                               2,500  
Cash Received for Subscriptions
                                                       
Receivable
                            38,500                       38,500  
Stock-based compensation expense
                    139,333                               139,333  
Net (Loss)
                                    (1,982,382 )             (1,982,382 )
Balance, April 30, 2008
    93,901,168       93,902     $ 5,466,530     $ (5,500 )   $ (4,707,116 )   $ -     $ 847,816  
 
The accompanying notes are an integral part of these statements
 
 
4

 
 
                           
(Deficit)
             
                           
Accumulated
   
Accumulated
       
   
Common Stock
         
Stock
   
During
   
Other
       
   
Issued
         
Paid in
   
Subscriptions
   
Exploration
   
Comprehensive
   
Total
 
   
Shares
   
Amount
   
Capital
   
(Receivable)
   
Stage
   
Income/(Loss)
   
(Deficit)
 
Common Stock Issued for Cash at $0.14
                                                       
In Private Placement
   
7,000,000
     
7,000
     
93,000
     
(95,000
)
                   
5,000
 
Common Stock Issued for Cash at $0.15
                                                       
In Private Placement
   
2,000,000
     
2,000
     
28,000
     
(14,387
)
                   
15,613
 
Common Stock Issued for Cash at $0.18
                                                       
In Private Placement
   
1,000,000
     
1,000
     
16,500
                             
17,500
 
Common Stock Issued for Cash at $0.2
                                                       
In Private Placement
   
8,400,000
     
8,400
     
159,600
     
(15,000
)
                   
153,000
 
Common Stock Issued for Cash at $0.25
                                                       
In Private Placement
   
2,502,000
     
2,502
     
59,998
     
(1,000
)
                   
61,500
 
Common Stock Issued for Cash at $0.05
                                                       
In Private Placement
   
8,274,000
     
8,274
     
380,326
     
(34,000
)
                   
354,600
 
Common Stock Issued for Cash at $0.075
                                                       
In Private Placement
   
870,000
     
870
     
64,280
                             
65,150
 
Common Stock Issued for Cash at $0.10
                                                       
In Private Placement
   
150,000
     
150
     
14,850
                             
15,000
 
Common Stock Issued for Cash at $0.15
                                                       
In Private Placement
   
416,000
     
416
     
30,784
                             
31,200
 
Common Stock Issued in Exercise of
                                                       
Share Purchase warrants at $0.085
   
33,930
     
34
     
2,841
     
(625
)
                   
2,250
 
Common Stock Issued for services $ at 0.017
   
750,000
     
750
     
12,250
                             
13,000
 
Common Stock Issued for services $ at 0.02
   
3,500,000
     
3,500
     
66,500
                             
70,000
 
Common Stock Issued for services at 0.021
   
4,250,000
     
4,250
     
85,000
                             
89,250
 
Common Stock Issued for services at 0.024
   
2,500,000
     
2,500
     
57,500
                             
60,000
 
Common Stock Issued for services at 0.025
   
1,000,000
     
1,000
     
24,000
                             
25,000
 
Common Stock Issued for services at 0.029
   
581,396
     
581
     
20,326
                             
20,907
 
Common Stock Issued for services at 0.03
   
10,000,000
     
10,000
     
290,000
                             
300,000
 
Common Stock Issued for services at 0.036
   
11,000,000
     
11,000
     
385,000
                             
396,000
 
Common Stock Issued for services at 0.05
   
3,100,000
     
3,100
     
151,900
                             
155,000
 
Common Stock Issued for services at 0.075
   
838,000
     
838
     
61,912
                             
62,750
 
Common Stock Issued for services at 0.08
   
4,147,000
     
4,147
     
327,613
                             
331,760
 
Common Stock Issued for services at 0.086
   
2,000,000
     
2,000
     
170,000
                             
172,000
 
Common Stock Issued for services at 0.10
   
150,000
     
150
     
14,850
                             
15,000
 
Cancellation of Issued Common Stock
                                                       
due to non-payment on receivable
   
(180,000
)
   
(180
)
   
(8,820
)
   
9,000
                     
-
 
Cash Received for Subscriptions
                                                       
Receivable
                           
5,500
                     
5,500
 
Unrealized Gain/(Loss) on Available-for-sale
                                           
25,000
         
Securities (net of tax)
                                                       
Net (Loss)
                                   
(1,476,327
)
               
Total comprehensive income (loss)
                                                   
(1,451,327
)
Balance, April 30, 2009
   
168,183,494
     
168,184
     
7,974,740
     
(151,012
)
   
(6,183,443
)
   
25,000
     
1,833,469
 
 
The accompanying notes are an integral part of these statements
 
 
5

 
 
                           
(Deficit)
             
                           
Accumulated
   
Accumulated
       
   
Common Stock
         
Stock
   
During
   
Other
       
   
Issued
         
Paid in
   
Subscriptions
   
Exploration
   
Comprehensive
   
Total
 
   
Shares
   
Amount
   
Capital
   
(Receivable)
   
Stage
   
Income/(Loss)
   
(Deficit)
 
Common Stock Issued for Cash at $0.015
                                                       
   In Private Placement
   
17,561,665
     
17,562
     
245,863
     
(16,250
)
                   
247,175
 
Common Stock Issued for Cash at $0.02
                                                       
   In Private Placement
   
1,605,000
     
1,605
     
30,495
     
(1,700
)
                   
30,400
 
Common Stock Issued for Cash at $0.022
                                                       
   In Private Placement
   
3,050,000
     
3,050
     
64,710
     
-
                     
67,760
 
Common Stock Issued for Cash at $0.025
                                                       
   In Private Placement
   
700,000
     
700
     
16,800
     
-
                     
17,500
 
Common Stock Issued for Cash at $0.033
                                                       
   In Private Placement
   
300,000
     
300
     
9,700
     
-
                     
10,000
 
Common Stock Issued for Cash at $0.035
                                                       
   In Private Placement
   
240,000
     
240
     
8,160
     
-
                     
8,400
 
Common Stock Issued for Cash at $0.04
                                                       
   In Private Placement
   
1,125,000
     
1,125
     
43,875
     
(12,900
)
                   
32,100
 
Common Stock Issued for Cash at $0.045
                                                       
   In Private Placement
   
7,047,300
     
7,048
     
310,100
     
(30,422
)
                   
286,726
 
Common Stock Issued for Cash at $0.05
                                                       
   In Private Placement
   
1,090,000
     
1,090
     
53,410
                             
54,500
 
Common Stock Issued for services at $0.02
   
1,000,000
     
1,000
     
19,000
                             
20,000
 
Common Stock Issued for services
at $0.028
   
8,400,000
     
8,400
     
226,800
                             
235,200
 
Common Stock Issued for services  at $0.032
   
1,500,000
     
1,500
     
46,500
                             
48,000
 
Common Stock Issued for services
 at $0.035
   
12,500
     
12
     
428
                             
440
 
Common Stock Issued for services
at $0.047
   
100,000
     
100
     
4,600
                             
4,700
 
Common Stock Issued for services
  at $0.050
   
750,000
     
750
     
36,750
                             
37,500
 
Common Stock Issued for services
 at $0.065
   
60,000
     
60
     
3,840
                             
3,900
 
Common Stock Issued for services
  at $0.083
   
66,666
     
67
     
5,433
                             
5,500
 
Common Stock Issued for Cash at $0.035
                                                       
   In Private Placement
   
314,300
     
314
     
10,686
                             
11,000
 
Common Stock Issued for Cash at $0.045
                                                       
   In Private Placement
   
2,872,400
     
2,872
     
126,358
     
(10,000
)
                   
119,230
 
Common Stock Issued for services
 at $0.041
   
1,850,000
     
1,850
     
74,000
                             
75,850
 
Common Stock Issued for services
at $0.050
   
250,000
     
250
     
12,250
                             
12,500
 
Cash Received for Subscriptions
                                                       
   Receivable
                           
110,000
                     
110,000
 
Common Stock Issued for Cash at $0.05
                                                       
   In Private Placement
   
440,000
     
440
     
21,560
                             
22,000
 
Common Stock Issued for settlement
 of lawsuit at $0.05
   
1,000,000
     
1,000
     
49,000
                             
50,000
 
Common Stock Issued for services
                                                       
   previously unrendered at $0.048
   
500,000
     
500
     
23,500
                             
24,000
 
Cancellation of Issued Common Stock
                                                       
   due to non-payment on receivable
   
(996,700
)
   
(997
)
   
(42,528
)
   
43,525
                     
-
 
Cash Received for Subscriptions
                                                       
   Receivable
                           
24,622
                     
24,622
 
Common Stock Issued for services
  at $0.043
   
300,000
     
300
     
12,600
                             
12,900
 
Cash Received for Subscriptions
                                                       
   Receivable
                           
19,137
                     
19,137
 
Reclassification of losses on Available-for-Sale
                                                       
   Securities (net of tax)
                                           
(25,000
)
   
(25,000
)
Net (Loss)
                                   
(3,475,281
)
               
Total comprehensive (loss)
                                                   
(3,475,281
)
Balance, April 30, 2010
   
219,321,625
   
 
219,322
   
 
9,388,630
   
 
(25,000
)
 
 
(9,658,724
)
   
-
   
 
(75,772
)
                                                         
Common Stock Issued for services
 at $0.038
   
500,000
     
500
     
18,500
                             
19,000
 
Common Stock Issued for Land Lease paymentsat $0.035
   
1,500,000
     
1,500
     
51,000
                             
52,500
 
Common Stock Issued for Cash in Private Placement at $0.042
   
505,952
     
506
     
20,744
                             
21,250
 
Common Stock Issued to close previous Private Placement unissued due to insufficient authorized shares at $0.033
   
3,000,000
     
3,000
     
97,000
                             
100,000
 
Common Stock Issued to close previous Private Placement unissued due to insufficient authorized shares at $0.04
   
375,000
     
375
     
14,625
                             
15,000
 
Net (Loss)
                                   
(325,863
)
               
Total comprehensive income (loss)
                                                   
(325,863
)
Balance, October 31, 2010
   
225,202,577
   
$
225,203
   
$
9,590,499
   
$
(25,000
)
 
$
(9,984,587
)
   
-
   
$
(193,885
)

The accompanying notes are an integral part of these statements
 
 
6

 
 
General Metals Corporation
 (An Exploration Stage Company)
 
Unaudited Condensed Consolidated Statements of Cash Flows
 
               
March 15, 2006
 
         
(Inception)
 
    Six Months Ended October 31,    
to October 31,
 
   
2010
   
2009
   
2010
 
Operating activities
                 
Net loss
 
$
(325,863
)
 
$
(1,338,748
)
 
$
(9,984,587
)
Adjustments to reconcile net loss
                       
   Stock issued for services
   
46,820
     
611,444
     
2,690,149
 
Stock issued for payment of interest on debt
   
-
     
-
     
12,750
 
Non-cash financing costs
   
-
     
-
     
46,234
 
Realized loss on sale of investments
   
32,152
     
1,906
     
109,641
 
Gain on sale of mineral property
   
-
     
-
     
(1,249,072
)
Depreciation and amortization
   
2,675
     
3,398
     
27,245
 
Stock-based compensation
   
-
     
-
     
1,719,171
 
Other -than-temporary impairment of investments
   
-
     
-
     
1,224,302
 
Impairment of Long-lived assets
   
-
     
-
     
17,500
 
Bad debt expense
   
-
     
-
     
22,387
 
Gain on sale of fixed asset
   
-
     
-
     
(1,250
)
Other assets
                   
-
 
   (Increase)/decrease in other current assets
   
-
     
(54,777
)
   
(22,387
)
   (Increase)/decrease in prepaid expenses
   
6,558
     
(54,833
)
   
(15,623
)
   Increase/(decrease) in accounts payable
   
(7,577
)
   
(97,296
)
   
697,912
 
   Increase/(decrease) in accrued liabilities
   
71,616
     
5,001
     
374,159
 
                         
Net cash used by operating activities
   
(173,619
)
   
(923,905
)
   
(4,331,469
)
                         
Investment activities
                       
Investments:
                       
Purchases
   
-
     
(1,356
)
   
(1,357
)
Proceeds from sales
   
145,644
     
-
     
154,914
 
Acquisition of mineral property
   
-
     
-
     
(78,091
)
Investment in General Copper
   
-
     
-
     
(17,500
)
Investment in Lahontan
   
-
     
(2,563
)
   
(2,563
)
Deposit on water rights
   
-
     
(800
)
   
(800
)
Deposit on reclamation bond
   
-
     
(16,994
)
   
(34,438
)
Proceeds from sale of mineral property
   
-
     
-
     
12,500
 
Proceeds from sale of fixed asset
   
-
     
-
     
8,000
 
Purchase of land
   
-
     
25
     
(67,742
)
Purchase of equipment
   
-
     
(4,568
)
   
(17,616
)
                         
Net cash provoded/(used) by investment activities
   
145,644
     
(25,662
)
   
(44,693
)
                         
Financing activities
                       
Proceeds from loans from related parties
   
-
     
-
     
121,864
 
Repayments of loans from related parties
   
-
     
(4,880
)
   
(38,064
)
Proceeds from issuance of debt
   
-
     
-
     
149,841
 
Repayments of debt
   
(2,624
)
   
-
     
(3,560
)
Proceeds from the sale of stock
   
21,250
     
994,791
     
4,146,369
 
                         
Net cash provided by financing activities
   
18,626
     
988,497
     
4,376,450
 
                         
Net increase / (decrease) in cash
   
(9,349
)
   
38,930
     
288
 
                         
Cash, beginning of period
   
9,636
     
(20,057
)
   
-
 
                         
Cash, end of period
 
$
288
   
$
18,873
   
$
288
 
                         
Supplemental Information:
                       
Interest paid
 
$
3,364
   
$
3,619
   
$
6,717
 
Income taxes paid
 
$
-
   
$
-
   
$
-
 
                         
Non-cash activities:
                       
 Stock issued for service as prepaid expenses
 
$
38,978
   
$
80,809
   
$
38,978
 
 Stock issued to acquire mineral property lease
 
$
-
   
$
-
   
$
783,687
 
Stock issued for payment of interest on debt
 
$
-
   
$
-
   
$
12,750
 
Stock issued as reduction of accrued expenses
 
$
-
   
$
150,000
   
$
196,234
 
Stock issued as reduction of contingent liability
 
$
-
   
$
-
   
$
50,000
 
Stock issued as reduction of related party loans
 
$
15,000
   
$
-
   
$
15,000
 
Stock issued as reduction of short-term note payable
 
$
100,000
   
$
-
   
$
100,000
 
 
The accompanying notes are an integral part of these statements
 
 
7

 
 
General Metals Corporation
 (An Exploration Stage Company)
Notes to Consolidated Financial Statements

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at October 31, 2010, and for all periods presented herein, have been made.

In accordance with Article 8-03 of Regulation S-X certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's April 30, 2010 audited financial statements.  The results of operations for the period ended October 31, 2010 are not necessarily indicative of the operating results for the full year.

The accompanying condensed consolidated financial statements include the accounts of General Metals Corporation and its wholly owned subsidiary, General Gold Corporation.  Collectively, they are referred herein as the Company.  All inter-company balances and transactions have been eliminated on consolidation.
 
The Company is considered a development (exploration) stage entity for financial reporting purposes by United States generally accepted accounting principles (US GAAP) since it has not generated material revenue from its principal business activities.
 
Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

No new accounting pronouncements have been issued since the filing of the Company’s Form 10-K on August 13, 2010 for the fiscal year ended April 30, 2010 that are likely to have a material impact on the Company’s financial position, results of operations, or cash flows.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – STOCKHOLDERS’ EQUITY

The following provides additional information for certain stock transactions that occurred during the six months ended October 31, 2010.  For additional details for all stock transactions please see the accompanying consolidated statement of changes in stockholders’ equity. 

During the three months ended July 31, 2010, we issued a total of 2,000,000 shares.  500,000 shares were issued for services to vendors and 1,500,000 shares were issued to Independence Gold & Silver Mines LLC as payment of the lease from February 2010 that was still outstanding and as advance payment of the February 2011 lease payment and part of the October 2011 lease payment.  The Company issued no shares for cash during the three months ended July 31, 2010.

During the three months ended October 31, 2010, we issued a total of 3,880,952 shares.  505,952 shares were issued for cash to the Board of Directors in private placement at $0.042 per share for receipt of cash totaling $21,250.  3,000,000 shares were issued to a private investor that entered into a private placement in November 2009 for $100,000 cash at $0.033 per share but shares were not issued due to insufficient authorized capital available.  375,000 shares were issued to related parties that entered into private placements during March 2010 for $15,000 cash at $0.04 per share but shares were not issued due to insufficient authorized capital available. Shares became available after the Annual Shareholders meeting held May 15, 2010 in which shareholders approved the increase in the authorized shares from 220,000,000 to 500,000,000 and appropriate paperwork filed to amend the Articles of Incorporation.
 
 
8

 
 
NOTE 4 - FINANCIAL INSTRUMENTS

Fair Value Measurements
The Company’s investments in equity securities are classified as available-for-sale.  The investments are initially recorded at cost and reduced for any impairment losses.  

As of October 31, 2010, the Company has liquidated its position in all previously held securities and investments.
 
NOTE 5 – SIGNIFICANT EVENTS

Sale of Sunergy Shares                                            

During the three months ended October 31, 2010, we sold the remaining 35,483 Sunergy Inc common shares held by the Company. During the three months ended July 31, 2010, we sold 4,301,000 of the remaining 4,336,483 Sunergy Inc common shares held by the Company.  We received $2,838 and $142,805 in proceeds during each period respectively from transactions occurring both in open market and private broker settings. 

Appointment of President

On September 7, 2010, Mr. Paul Wang, a member of the Board of Directors was appointed CEO and President of General Metals Corporation by the Board of Directors replacing Mr. Robert Carrington. Mr. Robert Carrington, former President, remains a member of the Board of Directors as does Mr. Paul Wang. As such, Mr. Wang became the Principal Executive Officer. See Note 6 - Subsequent Events below for additional information.

Cancellation of Board Fees

On September 7, 2010, the Board of Directors unanimously voted to forego all future board of director fees and to cancel all contracts and fee arrangements for members of the Advisory Board until further notice and upon sufficient funding and capitalization of the Company. The Company has thus stopped accruing fees payable to the Board of Directors as of August 31, 2010.
 
Memorandum of Understanding with Gold Canyon Mining
 
The Company and Gold Canyon Mining & Construction entered into a Memorandum of Understanding for an exclusive mining construction arrangement at our Independence Property. The memorandum covers construction, development, and for the provision of ongoing contract mining once the mine is in production. The Company is further evaluating the impact of the signing of this agreement.
 
NOTE 6 – SUBSEQUENT EVENTS

We evaluated subsequent events through December 20, 2010, which is the date the financial statements were issued.

On November 6, 2010, we entered into an agreement to settle the outstanding accrual due and payable to Steve Parent, former President, and Judy Parent, wife of Steve Parent, that were employees of the Company for wages from November 30, 2009 up until the date of Mr. Parent’s resignation from the Board of Directors and as President on January 28, 2010. Outstanding accrual as of November 6, 2010 was $30,000 due to Mr. Parent and $7,500 due to Mrs. Parent for unpaid wages. The Company and Mr. and Mrs. Parent agreed to settle unpaid wages for stock in the amount 440,000 shares net of payroll taxes for all accruals payable to Mr. and Mrs. Parent.

On December 16, 2010, the Board of Directors approved the 11 for 10 forward stock split previously approved by the shareholders at the Annual Shareholders General Meeting held on May 15, 2010. The record date will be December 29, 2010 with an effective date of January 4, 2011 subject to approval by Financial Industry Regulatory Authority (FINRA).

On December 17, 2010, Mr. Paul Wang was relieved of his role as President and Chief Executive Officer of the Company but remains a member of the board of directors. Additionally, Mr. Carrington, Mr. Powell, and Mr. Salari all resigned as directors of the Company.  Mr. Keith Belingheri, Mr. Dan Dyer, and Mr. Larry Bigler were appointed to the Board of Directors.  Mr. Larry Bigler returns to the Board of Directors and was also appointed as Chairman of the Audit Committee.
 
On December 17, 2010, we entered into a private placement for immediate receipt of funding of $125,000.
 
On December 17, 2010, Dan Forbush was appointed Chairman and Chief Executive Officer of the Company in addition to his role as Chief Financial Officer. In his role as Chief Executive Officer, due to his appointment as CEO, Dan Forbush has also assumed the role as Principal Executive Officer.
 
NOTE 7 – RELATED PARTY

Our former CEO and President, Mr. Carrington, provides ongoing contract geologic services to the Company at the rate of $550 per day plus expenses.  During the three months ended October 31, 2010, the Company has accrued $1,500 for estimated services. The Company has accrued $1,500 for estimated services during the month of July 2010 and $10,616 for expenses incurred during May and June and is included in Exploration and Development. In addition, the Company has expensed $1,000 for fees payable as Board of Directors fees for the month of August 2010 and $3,000 for the three months ended July 31, 2010 and expensed $1,000 for prior period Board fees which is recorded in Management and Consulting. No payments have been made against this debt as of the report date.  As of October 31, 2010 and April 30, 2010, $89,277 and $73,661 are recorded as accounts payable to related parties.  Mr. Carrington did not charge the Company for services related to his position as President. Mr. Carrington is also a member of Gold Range LLC which retains a 1% net smelter royalty of the Independence project.

Forbush and Associates, of which Dan Forbush, CFO (and additionally as of December 17, 2010 Chief Executive Officer of the Company – refer to footnote 6 for further information), is the President, provides accounting support and services to the Company at a billed by hour incurred basis. Forbush and Associates is owed $12,021 and $16,249 relating to hours incurred and reimbursable expenses paid by Forbush and Associates on behalf of the Company at October 31, 2010 and April 30, 2010, respectively. In fiscal year 2011, Forbush and Associates charged $5,506  for reimbursable expenses included in General and administrative expenses. In fiscal year 2010, Forbush and Associates received $23,671 for reimbursement of health insurance cost for the Company’s officers which cost was included in General and administrative expenses, $28,451 for reimbursable expenses included in General and administrative expenses, and $47,650 in professional fees included in Management and consulting. Mr. Forbush also receives wages from the Company in accordance with his employment as an officer of the Company.  Mr. Forbush has not received payment on those wages since November 30, 2009.  Mr. Forbush is owed $105,000 and $85,000 in unpaid wages as of October 31, 2010 and April 30, 2010 respectively.

As of October 31, 2010, we had accrued unpaid wages due to Mr. Steve Parent, our former President, and Mrs. Judy Parent for their services from November 30, 2009 to the date of his resignation at January 28, 2010.  At April 30, 2010 and October 31, 2010, we had accrued unpaid wages in the amount of $30,000 to Mr. Parent and $7,500 to Mrs. Parent.
 
As of October 31, 2010, our now former President, Mr. Paul Wang, had entered into an employment agreement with the Company to receive an annual salary of $80,000 ($6,667 per month) but had yet to receive payment on wages from the date of his hiring on September 3, 2010 to October 31, 2010.  As such, we have accrued $13,334 for unpaid wages due Mr. Wang as of October 31, 2010.  Additionally, Mr. Wang also received compensation for his services as a member of the Board of Directors prior to his appointment as President of the Company.  Due to the funding of the Company, these fees are unpaid. As of October 31, 2010, and April 30, 2010, respectively, we have accrued $5,500 and $1,500 respectively for these fees.

As of October 31, 2010 and April 30, 2010, $16,000 and $3,753 respectively is due to Larry Bigler, Mike Powell, and David Salari for reimbursable expenses incurred in their position as members of the Board of Directors and fees related to thereto.
 
 
9

 
 
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Forward-Looking Statements
 
This quarterly report contains forward-looking statements.  These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited condensed financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles and Article 8-03 of Regulation S-X. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".
 
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us" and "our" mean General Metals Corporation and our wholly owned subsidiary General Gold Corporation, unless otherwise indicated.
 
OVERVIEW
 
We are an exploration stage company engaged in the acquisition, exploration and development of mineral properties currently with an emphasis on gold and silver mineralization, presently focused on our Independence Project located in Battle Mountain, Nevada.
 
We are presently conducting an aggressive program to rapidly move the Independence project toward production, which is dependent upon obtaining further financing.   
 
In addition to the on-going development of the Independence Mine, we are continually seeking to acquire other mining claims, as our funding allows.
 
The continuation of our company is dependent upon us attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.  We have been successful in structuring deals in which expenses are paid through the issuances of common shares.  In addition, we have raised additional funds and expect to continue to raise additional funds through private placement equity offerings sufficient to fund our current plan of operations.
 
 
10

 
 
The Independence Mine Property
 
 
 
We currently control a 100% undivided leasehold interest in the Independence Mine, situated in the Battle Mountain Mining District, Lander County, Nevada. The property consists of 14 whole and fractional mining claims encompassing 240 acres.  Our Due diligence shows that all claims are valid and in good standing through and for the assessment year ending August 31, 2011.
 
The Independence Mine project is wholly owned by our company through our subsidiary company General Gold Corporation under a mining lease/option agreement with Independence Gold Silver Mines of Seattle, Washington. Under the terms of the agreement we were required to expend a minimum of $625,000 towards exploration development and commercial production of ores, minerals or materials. This expenditure requirement was fulfilled prior to the year ended April 30, 2008, as we expended approximately $760,000 through that date.  During the year ended April, 30, 2010, we spent approximately $910,000 on exploration and development including the initiation of the permitting process and $2,562,000 inception to April 30, 2010. Through the six months ended October 31, 2010, we spent an additional $64,765 in drilling and permitting of the Independence project.
 
The term of the lease is for a period of 20 years commencing October 1, 2005. There is a production royalty payable for the sale of all gold, silver or platinum based upon the average daily price of gold on the London Metal Exchange as follows: 3% when the price of gold per ounce is less than $375, 4% when the price of gold per ounce is between $375 and $475 and 5% when the price of gold is over $475. There is also a production royalty of 3% payable on the sale of all substances other than gold, silver and platinum.  We have the option to purchase the property thereby eliminating the royalty for $3.0 million within 10 years of the date the lease commenced provided all obligations have been met.  Gold Range LLC retains a 1% overriding royalty on the Independence project.

Location and Access
 
All infrastructures necessary for the exploration, development and operation of a mine is readily available. The property is accessed via federal, state and county maintained all weather paved and gravel roads from the nearby town of Battle Mountain. A well-trained work force is available in the town of Battle Mountain, situated 30 miles north of the property along Interstate highway 80. Adequate ground water is available for diversion for future mining operations which enjoy special treatment as temporary or interim uses under Nevada water laws. Electrical power has recently been extended to within one mile of the project and the transcontinental natural gas line passes within 1.5 miles of the property.
 
The property has been the site of intermittent historic exploration and mining activities since the late 1920s. Past mining operations extracted 65,000 tons of high grade gold and silver ores from the property. The bulk of this activity occurred during two periods, the first from high grade ores shipped for direct smelting during the late 1940s and early 1950s, and a second from 1975 to 1983 when a significant amount of underground development took place, and a mill was erected on the property.
 
Accomplishments
 
During the quarter ended July 31, 2010, our Company:
 
1.
submitted the Independent Technical Report in the 43-101 format to the Toronto Stock Exchange.
 
2.
held an Annual and Special Meeting of the Shareholders,  whereat, the shareholders voting by proxy and in person:
 
a)
confirmed each of Robert G. Carrington, David J. Salari, Daniel J. Forbush and Paul Wang as directors. Mr. Larry M. Bigler resigned prior to the meeting and did not attend. The Company wishes to thank Larry for his contribution and wishes him well in his future endeavors.

 
11

 
 
b)
ratified Mark Bailey & Company, Ltd, Certified Public Accountants as the Company's independent public accounting firm for the year ending April 30, 2010.

c)
amended the Corporation's Certificate of Incorporation to increase the authorized share capital of common stock from 220,000 shares to 500,000,000 shares, par value of $0.001 per share.

d)
amended the Corporation's Certificate of Incorporation to authorize the directors of the Corporation to fix and determine the designations, rights, preferences and other variations of such class or series within each class of capital stock of the Corporation and to issue such stock for consideration as may be fixed by the Board of Directors.
 
e)
amended the Corporation's Certificate of Incorporation to approve an 11 for 10 forward stock split of the Corporation's authorized and issued outstanding common stock.
 
 
Discussion of Items c) and e):
 
 
1) 
 The Corporation's authorized share structure has been increased to 500,000,000 shares. This does not mean these shares will be immediately issued causing undue dilution to the Company's current shareholders. These authorized shares will only be issued by the company as needed and permitted to raise additional capital to further the Company's business activities.
 
 
2) 
On December 16, 2010, the Board has set the record date of the11 for 10 forward split for December 29, 2010 with an effective date of January 4, 2010.
 
3. 
appointed Mike Powell to the Board of Directors.

During the quarter ended October 31, 2010, our Company:

1.  
appointed Paul Wang President of the Company, though he is no longer the President of the Company as of December 17, 2010.

2.  
announced the significant intercepts contained in holes GM 85, 86, 87, 88, 89, 90, 91 and 92

Drill Hole
From (ft)
To (ft)
Length
opt Au
opt Ag
GM-103
125
165
40
0.013
0.07
Also
220
325
105
0.049
0.26
Including
295
305
10
0.249
0.32
GM-104
90
175
85
0.014
0.22
Including
135
155
20
0.024
0.40
GM-105
50
115
65
0.015
0.34
Including
85
110
25
0.027
0.53
GM-106
70
90
20
0.012
1.6
Also
195
230
35
0.013
0.36
GM-107
45
225
180
0.015
0.46
Including
95
135
40
0.035
0.84
GM-109
0
30
30
0.032
1.39
Including
255
295
40
0.33
0.92
GM-111
0
5
5
0.05
3.21
Also
255
400
145
0.34
0.63
Including
305
390
85
0.055
0.99
GM-113
160
310
150
0.017
0.10
Including
215
305
90
0.025
0.12
GM-119
170
305
135
0.015
0.08
Including
260
305
45
0.039
0.20
GM-120
0
365
365
0.014
0.08
Including
260
305
45
0.039
0.20
And
80
115
35
0.033
0.16
 
Subsequent to the end of the quarter, our Company;

1.  
entered into a memorandum of understanding with Gold Country Mining & Construction to provide construction and ongoing contract mining at the Independence Property

2.  
by vote of the Board of Directors, approved the 11 for 10 forward stock split with a record date of December 29, 2010 and an effective date of January 4, 2010.

3.  
relieved Paul Wang from his role as President and Chief Executive Officer on December 17, 2010, though he remains a member of the Board of Directors.

4.  
received the resignations of Mr. Robert Carrington, Mr. David Salari, and Mr. Michael Powell from the Board of Directors on December 17, 2010.

5.  
appointed Mr. Keith Belingheri, Mr. Dan Dyer, and Mr. Larry Bigler, to the Board of Directors with Mr. Bigler serving as Chairman of the Audit Committee.

6.  
received in private placement $125,000 for the sale of common stock of the Company.
 
North Target
 
Located at the north end of the Independence claim block, the North target is a shallow low grade occurrence situated approximately 1,200 ft SE of the Sunshine pit. The North target is based on 11 drill holes with a nominal spacing of 380 ft defining a mineralized area approximately 1000 ft by 470 ft. Gold mineralization occurs in a granitic host rock and extends from the surface to 250 ft. Average gold intercept values range from 0.01 opt to 0.026 opt and mineralization is open to the north, east, south and at depth. The BLM permit was amended in April of 2008 to allow drilling of 36 RC drill holes to confirm and define the extent of the gold mineralization.  Drilling is scheduled for later in 2010 and 2011.

Plan of Operations- Permitting and Development Program
 
During the next twelve months, our company is undertaking a program to move the Independence project toward production.  We anticipate being able to secure necessary studies and permits to allow us to proceed to production in the near term.  We have submitted a current, independent, technical report and resource calculation to be compliant with Canadian National Instrument 43-101 to the Toronto Stock Exchange for review and approval.  This report will not meet SEC Industry Guide 7 guidelines but will provide information in a familiar format for our Canadian and European investors.

We anticipate initially mining the Hill Zone and are completing all necessary work to be able to finalize permits to allow us to begin there.  Additional drilling and assaying planned to further delineate the Hill Zone mineralization will allow us to maximize our cash flows early in the production cycle.
 
The following budget outline presents the anticipated and necessary expenditures for the next twelve month period to move the Independence Project forward to the brink of production in the coming twelve months.
 
 
12

 
 
Direct exploration and development costs
     
Hill zone drilling program
 
$
600,000
 
North zone drilling program
   
500,000
 
Core drilling program
   
500,000
 
Metallurgical testing programs
   
445,000
 
Additional permitting costs 
   
500,000
 
Report completion costs
   
30,000
 
         
Total direct exploration and development costs
   
2,575,000
 
         
Indirect costs
       
Office rent and other operating expenses
   
100,000
 
         
Wages and salaries and payroll related expenses
   
200,000
 
Insurance expenses
   
40,000
 
Other general and administrative expenses
   
55,000
 
Legal expenses
   
30,000
 
         
Total indirect costs
   
425,000
 
         
Total budget for the next twelve months
 
$
3,000,000
 
 
During the quarter ended October 31, 2010, the Company and Gold Canyon Mining & Construction entered into a Memorandum of Understanding for an exclusive mining construction arrangement at our Independence Property. The memorandum covers construction, development, and for the provision of ongoing contract mining once the mine is in production. The memorandum calls for Gold Canyon Mining & Construction to provide a survey team to evaluate the equipment requirement at the property. The Company continues to evaluate the impact and future implications of the signing of this agreement and the assistance it will provide in the intentions for fast ramp up production.
 
Liquidity and Capital Requirements
 
We anticipate that to proceed with our plan of operations we will require additional funds of approximately $3.0 million over the next twelve months, exclusive of any acquisition or exploration costs. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities

If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.
 
The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
 
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.
 
On December 17, 2010, we received a large private placement from four investors of $125,000 for purchase of our common shares.  We have also received additional commitments for funding to be received within the next 30 days.  We continue to explore opportunities for the receipt of funding in either equity or financing transactions. As we receive these funds, the Board of Directors and Management evaluate the best use of the funding received so as to continue on the path of fast ramp up to production while maintaining compliance with applicable laws and regulations including payment of wages to terminated employees within timeframes stipulated by the State labor commission and payment of outstanding invoices to our vendors.
 
Capital Expenditures
 
We do not intend to invest in capital expenditures during the twelve-month period ending October 31, 2011.  
 
General and Administrative/Management and Consulting Expenses
 
We expect to spend up to $400,000 during the twelve-month period ending October 31, 2011 on general and administrative expenses including legal and auditing fees, rent, office equipment and other administrative related expenses.
 
Exploration and Development
 
The exploration and development program currently being executed by our company includes the beginning of the permitting process to move the Independence Project toward production. We expect to expedite this process which will require additional funds of approximately $2.5 million over the next twelve months, exclusive of any acquisition or exploration costs.
 
Corporate Offices
 
Our principal business offices are located at 615 Sierra Rose Drive, Suite 1, Reno, NV  89511.  We currently lease our space at an annual cost of $33,000.  We believe that our current lease arrangements provide adequate space for our foreseeable future needs.
 
On April 28, 2009, we purchased a 480 acre parcel of private land which will be used for mineral processing, equipment storage and maintenance.  The full purchase price was $67,767 with 30% down and the balance by way of seller financing at 10% per annum for a period of 10 years with quarterly payments of $1,874 with no pre-payment penalty. Legal Description: Township 30 North, Range 43 East, M.D.M., Section 17 N/2, SW/4 comprising 480 acres.
 
Employees
 
We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource services as needed.  As at October 31, 2010, our only employees were our officers. 

 
13

 
 
Critical Accounting Estimates
 
There have been no material changes to our critical accounting estimates since the end of our 2010 fiscal year. For detailed information on our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended April 30, 2010.
 
Results of Operations – Six Months Ended October 31, 2010 and 2009
 
The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended October 31, 2010 which are included herein.
 
Our operating results for the six months ended October 31, 2010 and 2009 and the changes between those periods for the respective items are summarized as follows:
 
   
Six Months Ended October 31
       
   
2010
   
2009
   
Change
 
Revenue
 
$
Nil
   
$
Nil
   
$
Nil
 
Operating expenses
 
$
289,539
   
$
1,333,223
   
$
1,043,684
 
Net (loss)
 
$
(325,863
)
 
$
(1,338,748
)
 
$
1,012,885
 
 
Revenues
 
We have not earned any revenues from our primary activities since our inception and we do not anticipate earning revenues in the near future.
 
Net Loss
 
The decrease in net loss from the period ended October 31, 2009 to October 31, 2010 relates primarily to there being no drilling program during the current six months this year compared with an ongoing program in the same period last year and there being no management consulting agreements entered into during the quarter compared to several contracts expensed in the prior year.  We anticipate net losses in future periods as we continue to work toward our goal of near term production at the Independence mine site.
 
Operating Expenses

Our operating expenses for the six months ended October 31, 2010 and 2009 are outlined in the table below:
 
   
Six Months Ended October 31
       
   
2010
   
2009
   
Change
 
Depreciation and amortization
 
$
2,675
   
$
3,398
   
$
723
 
General and administrative
 
$
44,053
   
$
69,389
   
$
25,336
 
Management and consulting
 
$
118,221
   
$
703,394
   
$
585,173
 
Exploration and development
 
$
64,765
   
$
430,231
   
$
365,466
 
Professional fees
 
$
59,825
   
$
126,811
   
$
66,986
 
 
The decrease in operating expenses for the six months ended October 31, 2010, compared to the same period in fiscal 2009, was mainly due to a decrease in management and consulting of $585,173 from a much lower level of activity during the quarter and a decrease of $365,466 in exploration and development because there was no drilling programs in the current year.

We have focused our energy during this quarter on securing financing and furthering the permitting process with all charges being classified as development pushing the project ever closer to production.   We anticipate that the management and consulting costs will increase in the future as we reinvigorate the activities of the company toward bringing the Independence project into production.
 
 
14

 
 
Liquidity and Financial Condition
 
Working Capital
 
   
October 31,
2010
   
April 30,
2010
   
Change
 
Current assets
 
$
43,059
   
$
212,082
   
$
(169,023
)
Current liabilities
 
$
930,718
   
$
981,478
   
$
50,760
 
Working Capital
 
$
(887,659
)
 
$
(769,396
 
$
(118,263
)
 
Cash flow

   
Six Months Ended October 31
       
   
2010
   
2009
   
Change
 
Net cash used in operating activities
 
$
(173,619
)
 
$
(923,905
)
 
$
750,286
 
Net cash provided/(used) in investing activities
 
$
145,644
   
$
(25,662
)
 
$
171,306
 
Net cash provided/(used) by financing activities
 
$
18,626
   
$
988,497
   
$
(969,871
)
Net increase/(decrease) in cash during period
 
$
(9,349
)
 
$
38,930
   
$
(48,279
)

Our total assets at October 31, 2010 were $776,163. Our financial statements report a net loss of $325,863 for the six months ended October 31, 2010 and a net loss of $9,984,587 for the period from March 15, 2006 (date of inception) to October 31, 2010. We had a cash balance of $288 as of October 31, 2010.
 
We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.  We have been successful in structuring deals in which expenses are paid for through the issuances of common shares.  In addition, we have raised additional funds and expect to continue to raise additional funds through private placement equity offerings sufficient to fund our current plan of operations.
 
On December 17, 2010, we received a large private placement of $125,000 for purchase of common shares of the company at $0.04 per share. Additionally, we have received commitments for other fundings to arrive within the next 30 days.  We continue to explore and seek for funding opportunities through either equity or loan transactions. As we receive funding, the use of available funding is evaluating by Management and the Board of Directors for its priority of use.
 
Our principal sources of funds have been from sales of our common stock.
 
Contractual Obligations
 
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
 
Off-Balance Sheet Arrangements
 
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
 
Recently Issued Accounting Standards

No new accounting pronouncements have been issued since the filing of the Company’s Form 10-K on August 13, 2010 for the fiscal year ended April 30, 2010 that are likely to have a material impact on the Company’s financial position, results of operations, or cash flows.
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Management’s Report on Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our chief financial officer (also our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
 
As of October 31, 2010, the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer) and our chief financial officer (also our  principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our President (who is acting as our principal executive officer) and our Chief Financial Officer (who is acting as our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.
 
Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal controls over financial reporting that occurred during our quarter ended October 31, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 
 
15

 
 
PART II   OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
Our company is not a party to any pending legal proceeding and no legal proceeding is contemplated or threatened as of the date of this quarterly report.
 
ITEM 1A.  RISK FACTORS
 
Risks Related To Our Business:
 
We do not expect positive cash flow from operations in the near term.  If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business.
 
We do not expect positive cash flow from operations in this fiscal year.  There is no assurance that actual cash requirements will not exceed our estimates.  In particular, additional capital may be required in the event that:
 
- drilling, exploration and completion costs for our Independence mine project increase beyond our expectations; or
 
- we encounter greater costs associated with general and administrative expenses or offering costs.
 
The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans.
 
We will depend almost exclusively on outside capital to pay for the continued exploration and development of our properties.  Such outside capital may include the sale of additional stock and/or commercial borrowing.  We can provide no assurances that any financing will be successfully completed.
 
Capital may not continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us which is dependent upon the Company receiving shareholder approval for an increase in the number of authorized shares..  The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders.  Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
 
If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.
 
We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.
 
We have no history of revenues from operations and have no significant tangible assets.  We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably.  Our company has a limited operating history and must be considered in the development stage. The success of our company is significantly dependent on a successful acquisition, drilling, completion and production program. Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history.  We may be unable to locate recoverable reserves or operate on a profitable basis.  We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage.  If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.
 
Because of the early stage of development and the nature of our business, our securities are considered highly speculative.
 
Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of gold and silver.
 
 
16

 
 
Our properties are in the exploration stage only and are without known reserves of gold and silver. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of gold, silver or other minerals, which itself is subject to numerous risk factors as set forth herein.  Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.
 
As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.
 
Exploration for mineral reserves is subject to a number of risk factors.  Few properties that are explored are ultimately developed into producing mines.  Our properties are in the exploration and development stage only and are without proven reserves.  We may not establish commercial discoveries on any of our properties.
 
Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.
 
Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake.  These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.  The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits.  Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.  If the results of our exploration programs do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration.  The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims.  If no funding is available, we may be forced to abandon our operations.

Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals.
 
We plan to continue exploration on our Nevada mineral properties.  The search for valuable minerals as a business is extremely risky.  We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of precious metals on our properties.  Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful.  The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates.  These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.
 
Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.
 
Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We therefore expect to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims, we will not be able to earn profits or continue operations.  There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability.  If we are unsuccessful in addressing these risks, our business will most likely fail.
 
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.
 
The search for valuable minerals involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure.  At the present time we have no coverage to insure against these hazards.  The payment of such liabilities may have a material adverse effect on our financial position.
 
If our exploration costs are higher than anticipated, then our profitability will be adversely affected.
 
We are currently proceeding with exploration of our mineral properties on the basis of estimated exploration costs.  If our exploration costs are greater than anticipated, then we will not be able to carry out all the exploration of the properties that we intend to carry out.  Factors that could cause exploration costs to increase are: adverse weather conditions, difficult terrain and shortages of qualified personnel.
 
 
17

 
 
As we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.
 
The mining industry is intensely competitive in all of its phases.  Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have.  As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable.  We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees.  If we are unable to successfully compete for financing or for qualified employees, our exploration and development programs may be slowed down or suspended.
 
As we undertake exploration of our mineral claim, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.
 
There are several governmental regulations that materially restrict mineral exploration.  We will be subject to the laws of the State of Nevada as we carry out our exploration program.  We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws.  While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.
 
Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.
 
The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.
 
The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.
 
Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.
 
Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.
 
Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.
 
Our constating documents authorize the issuance of 500,000,000 shares of common stock with a par value of $0.001 and 50,000,000 preferred shares with a par value of $0.001.  In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold.  If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders.  Further, any such issuance may result in a change in our control.
 
Some of our directors and officers are residents of countries other than the United States and investors may have difficulty enforcing any judgments against such persons within the United States.
 
Some of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States.  As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
 
 
18

 
 
Risks Associated With Our Common Stock:
 
Our stock is a penny stock.  Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations and the Financial Industry Regulatory Authority’s sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.
 
Our stock is a penny stock.  The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.  Our securities are covered by the penny stock rules, which impose additional salespractice requirements on broker-dealers who sell to persons other than established customers and "accredited investors".  The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
 
In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information.  Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The Financial Industry Regulatory Authority requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
The following provides additional information for certain stock transactions that occurred during the six months ended October 31, 2010.  For additional details for all stock transaction please see the accompanying consolidated statement of changes in stockholders’ equity.
 
During the three months ended July 31, 2010, we issued a total of 2,000,000 shares.  500,000 shares were issued for services to vendors and 1,500,000 shares were issued to Independence Gold & Silver Mines LLC as payment of the lease from February 2010 that was still and outstanding and as advance payment of the February 2011 lease payment and part of the October 2011 lease payment.  The Company issued no shares for cash during the three months ended July 31, 2010.

During the three months ended October 31, 2010, we issued 505,952 shares in private placement at $0.042 per share for $21,250 in cash.  We issued 3,000,000 and 375,000 shares at $0.033 and $0.04 per share respectively to close out previous subscribed private placements that were recorded as short-term note payable and related party note payable respectively due to insufficient available authorized capital at the time of the subscription.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.  [REMOVED AND RESERVED]
 
 
19

 
 
ITEM 5.  OTHER INFORMATION
 
None.
 
ITEM 6.  EXHIBITS

Item
 
Description
(3)
 
Articles of Incorporation and By-laws
     
3.1
 
Certificate of Incorporation (incorporated by reference from our Registration Statement on Form 10-SB12G filed on August 24, 1999)
     
3.2
 
By-Laws (incorporated by reference from our Registration Statement on Form 10-SB12G filed on August 24, 1999)
     
3.3
 
Amendment to Certificate of Incorporation (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)
     
(10)
 
Material Contracts
     
10.1
 
Letter of Intent between General Gold Corporation and Gold Range, LLC dated November 14, 2004  (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)
     
10.2
 
Amendment to Letter of Intent between General Gold Corporation and Gold Range, LLC dated December 31, 2004 (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006).=
     
10.3
 
Assignment of Lease Agreement between General Gold Corporation and Gold Range Company, LLC dated April 29, 2005  (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)
     
10.4
 
Assignment of Lease and Consent Agreement between Independence Gold-Silver Mines Inc., Gold Range Company, LLC and General Gold Corporation dated June 29, 2005  (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)
     
10.5
 
Lease Agreement between Independence Gold-Silver Mines Inc. and Gold Range Company, LLC dated July 13, 2005  (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)
     
10.6
 
Share Purchase Agreement dated July 20, 2006 among General Gold Corporation, Recov Energy Corp. and the selling shareholders of General Gold Corporation  (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)
     
10.7
 
Share Purchase Agreement dated March 15, 2007 between our company and Sanibel Investments Ltd. (incorporated by reference from our Current Report on Form 8-K filed on March 22, 2007).
     
(14)
 
Code of Ethics
     
14.1
 
Code of Ethics  (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)
     
(21)
 
Subsidiaries
     
   
General Gold Corporation, a Nevada company
     
(31)
 
Section 302 Certification
     
31.1
 
Section 302 Certification of the Sarbanes-Oxley Act of 2002 (filed herewith)
     
31.2
 
Section 302 Certification of the Sarbanes-Oxley Act of 2002 (filed herewith)
     
(32)
 
Section 906 Certification
     
32.1
 
Section 906 Certification of the Sarbanes-Oxley Act of 2002 (filed herewith)
     
32.2
 
Section 906 Certification of the Sarbanes-Oxley Act of 2002 (filed herewith)
 
 
20

 
 
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.
 
 
GENERAL METALS CORPORATION
 
 
(Registrant)
 
       
 Dated:  December 20, 2010
/s/ Daniel J. Forbush
 
 
Daniel J. Forbush
 
 
Chief Executive Officer/Chief Financial Officer
 
 
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
 
 
 
21