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EX-32.1 - CERTIFICATION CEO - Cibolan Gold Corpex32-1.htm
EX-23.1 - CONSENT - Cibolan Gold Corpex23-1.htm
EX-31.2 - CERTIFICATION CFO - Cibolan Gold Corpex31-2.htm
EX-32.2 - CERTIFICATION CFO - Cibolan Gold Corpex32-2.htm
EX-31.1 - CERTIFICATION CEO - Cibolan Gold Corpex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
(Mark One)
 
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended    
April 30, 2011
 
[   ]
 
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)
 
(I.R.S. Employer Identification No.)
 
 
1155 West Fourth Street, Suite 210 Reno, NV
 
89503
(Address of principal executive offices)
 
(Zip Code)
     
Registrant's telephone number, including area code: 775-583-4636
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Name of Each Exchange On Which Registered
N/A
 
N/A
 
Securities registered pursuant to Section 12(g) of the Act:
 
N/A
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. 
 
Yes o  No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
 
Yes o  No x
 
 
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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 last 90 days. 
 
Yes  x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes  o No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)  is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
 
o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition 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 o Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
 
Yes o  No x
 
The aggregate market value of Common Stock held by non-affiliates of the Registrant on August 3, 2011 was $8,091,100 based on a $0.03 closing price for the Common Stock on August 3, 2011. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
 
269,703,983 shares of common stock issued & outstanding as of August 3, 2011
 
 
DOCUMENTS INCORPORATED BY REFERENCE
None.
 
 
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TABLE OF CONTENTS
 
Item 1.
Business
4
Item 1A.
Risk Factors
6
Item 2.
Properties
10
Item 3.
Legal Proceedings
12
Item 4.
Submissions of Matters to a Vote of Security Holders
12
Item 5.
Market for Common Equity and Related Stockholder Matters
13
Item 6.
Selected Financial Data
16
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
25
Item 8.
Financial Statements and Supplementary Data
26
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
44
Item 9A (T).
Controls and Procedures
44
Item 9B.
Other Information
45
Item 10.
Directors, Executive Officers and Corporate Governance
45
Item 11.
Executive Compensation
53
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
55
Item 13.
Certain Relationships and Related Transactions, and Director Independence
56
Item 14.
Principal Accountants Fees and Services
56
Item 15.
Exhibits, Financial Statement Schedules
57
 
 
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PART I
 
 
Item 1.
Business
 
This annual 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.
 
As used in this annual report, the terms “we”, “us”, “our company”, mean General Metals Corporation a Delaware corporation and our subsidiary, General Gold Corporation, a Nevada corporation, unless otherwise indicated.
 
Corporate History
 
We were organized in the State of New Jersey on March 4, 1995 under the name Interactive Multimedia Network, Inc.  We were reincorporated in the State of Delaware on September 13, 1995.  We changed our name to RECOV Energy Corp. effective March 29, 2005.  On or about January 12, 2006 we changed our name to General Metals Corporation.
 
On January 20, 2006, we entered into a Share Purchase Agreement with General Gold Corporation, a Nevada company incorporated on July 17, 1998, and the former shareholders of General Gold set out in the Agreement.  The closing of the transactions contemplated in the Agreement and the acquisition by our company of all of the issued and outstanding and convertible securities of General Gold occurred on March 15, 2006.
 
Our business office is located at 1155 West Fourth Street, Suite 210, Reno, NV 89503. This is our mailing address as well. Our telephone number is 775-583-4636.
 
Our Current Business
 
We are a junior mineral resource company engaged in the acquisition, exploration, development and mining of gold, silver and other precious and base metal properties.
 
In April 2005, we acquired through the assignment of a lease certain unpatented mining claims located in the Battle Mountain District, Lander County, State of Nevada, as more particularly described in the lease, known also as the “Independence Mine”. In August 2007 we expanded the Independence Mine by adding four mining claims and 2 additional easements.  These claims cover the area where the existing cyanide decantation mill and operating facilities are currently sited and the area where the Pioneer haul road to and from the Sunshine pit crosses the Independence claims; specifically, Independence #1, #2, DC#83 and An Old Glory.  Since acquiring the lease, and additional mining claims and easements, our exploration and development activities have been focused on getting the Independence Mine into production.  See Item 2 Properties for a more detailed discussion.
 
 
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The purchase price paid by us to Gold Range, LLC in consideration for the assignment of the lease was $75,000; issuance of 5,000,000 of our restricted common shares and a 1% net smelter return royalty payable to Gold Range, LLC in addition to other underlying net smelter return requirements.
 
On March 15, 2007, we acquired a 100% interest in Mikite Gold Resources, a Ghanaian corporation with exclusive exploration rights to the 150 square kilometre Nyinahin mining concession near Bibiani, Ghana. On October 31, 2008 we sold all of our interest in the Nyinahin mining concession.  The Company retains a 5% Net Smelter Return Royalty in the property which is currently in the exploration stage.
 
In addition to the on-going development of the Independence Mine, we are continually seeking to acquire other mining claims, as our funding permits.
 
Competition
 
The mining industry is intensely competitive. We compete with numerous individuals and companies, including many major mining companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for access to funds. There are other competitors that have operations in the area and the presence of these competitors could adversely affect our ability to compete for financing and obtain the service providers, staff or equipment necessary for the exploration and exploitation of our properties.
 
Compliance with Government Regulation
 
Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations in the United States, as well as other jurisdictions, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.
 
We believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in the United States. There are no current orders or directions relating to our company with respect to the foregoing laws and regulations.
 
Employees
 
Currently our only employee is our president. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.
 
Going Concern
 
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock.  At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
 
Subsidiaries
 
General Gold Corporation, a Nevada corporation is our wholly owned subsidiary.
 
REPORTS TO SECURITY HOLDERS
 
We are not required to deliver an annual report to our stockholders but will voluntarily send this form 10-K report which includes our annual audited financial statements upon request.  We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission.  Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.
 
 
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The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC  20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  We are an electronic filer.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The Internet address of the site is http://www.sec.gov.
 
Item 1A.
Risk Factors
 
Much of the information included in this annual report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results may vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
 
Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.
 
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 the near term. 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. 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.
 
 
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We have no history of revenues from operations and limited 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. 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 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.
 
 
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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.
 
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 Federal and State governmental regulations that materially restrict mineral exploration. We will be subject to the laws of the State of Nevada and the regulations of the Bureau of Land Management as we carry out our exploration programs. 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.
 
 
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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 for significant amount of services or raise funds through the sale of equity securities.
 
Our constating documents authorize the issuance of 550,000,000 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.
 
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 sales practice 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.
 
 
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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 1B.  
Unresolved Staff Comments
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
Item 2.
Properties
 
On April 28, 2009, we purchased a 480 acre 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 carries an interest rate of 10% per annum for a period of 10 years with quarterly payments of $1,874 amortized over 10 years 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.
 
Our principal business offices are located 1155 West Fourth Street, Suite 210, Reno, NV 89503. We currently lease our space at an annual cost of $1. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.
 
The Independence Mine Property
 
We currently control a 100% undivided leasehold interest in the Wilson-Independence Gold – Silver Mine, situated in the Battle Mountain Mining District, Lander County, Nevada. The property consists of 14 whole and fractional mining claims encompassing 240 acres.  Due diligence completed by our company shows that all claims are valid and in good standing through and for the assessment year ending August 31, 2011.
 
The Wilson-Independence project is wholly owned by General Metals through its 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 General Metals was required to expend a minimum of $625,000 towards exploration development and commercial production of ores, minerals or materials which expenditure was fulfilled prior to year end April 30, 2008.  During the year ended April, 30, 2011, we spent approximately $300,000 on exploration and development including the permitting process.
 
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. In addition, any future production is subject to a 1% net smelter royalty obligation payable to Gold Range, LLC.
 
We have the option to purchase the property for $3.0 million (which eliminates the royalty described above) within 10 years of the date the lease commenced provided all obligations have been met.
 
 
10

 
 
Location and Access
 
 
All infrastructure 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 to service the Phoenix 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 erected on the property.
 
The Independence Mines property consists of 14 whole and fractional unpatented lode mining claims, which cover approximately 240 acres.
 
Core and reverse circulation drilling to date indicate two targets. These two targets are referred to as the Independence Deep (A Target), and the Independence Surface (B Target). Historic mining operations have generated in excess of 70,000 tons of waste dumps, mill tailings, and other waste rock products on the property. Samples of this material contain gold and silver values which suggest potential to recover gold and silver values.
 
The Wilson-Independence Property covers a mineralized zone on strike with the World Class, Fortitude / Phoenix Gold Skarn Deposit. The property has potential to develop a high grade underground resource in the Antler Sequence, together with a shallow, near surface resource in the overlying Pumpernickel Formation. Situated at the intersection of the Battle Mountain-Eureka Gold Trend and the Northern Nevada Rift (Twin Creeks-McCoy lineament), the Independence Project, like Fortitude and Cove/McCoy, is one of a number of Gold Skarns which occur along the Battle Mountain – Eureka and Northern Nevada Rift Zone mineral lineaments.
 
Mineralized outcrops are common on the property. Many on the southern part of the property have been prospected by shallow prospect shafts, pits and trenches. In addition, over 100 Reverse Circulation and Core holes, and extensive shallow underground mine workings in the Independence Mine indicate wide spread, shallow, near surface mineralization which we feel represents a valid exploration target for potential future surface, bulk mining operations
 
Historic drilling and underground mine workings indicate wide spread mineralization, both in shallow, near surface, and deep targets. There are presently no identified reserves on the property. We have conducted a phased exploration programs to evaluate the mineral potential of this property, with the objective of identifying and developing mineral resources and reserves reportable under SEC Industry Guide 7.
 
Independence Deep Target
 
A large body of mineralized material is clearly indicated by previous drilling in the Deep Target. We completed interpretation of the logs and geologic modeling in the fall of 2009 which identified mineralized material in the deep target. We retained all of the core samples, approximately 25,000 feet, and stored it on site.
 
Mineralization identified in the deep target to date is contained in the lower plate of the Golconda Thrust in rocks of the Battle Mountain and Edna Formations of the Antler Sequence.
 
 
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Independence Shallow Target
 
Promising shallow and near surface mineralization has been identified. The Shallow Target contains an oxide target hosted entirely in the Pumpernickel Formation. To date over 130 drill holes and roughly eight (8) miles of underground workings have penetrated portions of this target, all of which have encountered highly anomalous to high grade mineralization. The principle limiting factor for surface/ shallow resources has been the lack of drilling information.  In addition, review of the work done by those which held interests in the property previously has identified  a total of 8 shallow near surface mineralized targets on the property with 4 of those being north of the Canyon Fault and 3 others where no mining has been performed and minimal geologic sampling and drilling work completed.  To date, we have spent over $2.8 million drilling, sampling and evaluating these targets.  A report on the detailed review of these targets and the results of the exploration and development program follows in Item 7 Management's Discussion and Analysis or Plan of Operation.
 
Independence Hill Zone

The Hill Zone, discovered in 2008, is a large, highly mineralized area north of the Canyon Fault and the Independence Shallow Target. Unlike the Independence Shallow Target, there is no historic mining in the high grade areas of the Hill zone, so all the mineral is still in place. This discovery significantly enhances the mineral potential of the 60% of the property which lies north of the Canyon Fault.  Drilling in the Hill Zone indicates three parallel zones of mineralization, each of which is comparable in width and grade to the single mineralized zone found in the Independence Shallow Target to the south.
 
Mill & Building On Site
 
A relatively intact 50 to 75 ton per day Counter Current – Decantation cyanide mill is situated on the property. We determined that the equipment is of no real value to the future operations of the Company and have contracted for its removal in June and July of 2011 including the metal clad building erected in 1987.
 
Mineral Ownership
 
The Wilson-Independence claims are 100% controlled by our Company.
 
Item 3.
Legal Proceedings
 
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our Company.
 
Item 4.
Submissions of Matters to a Vote of Security Holders
 
There were no matters submitted to a vote of our security holders either through solicitation of proxies or otherwise in the fourth quarter of the fiscal year ended April 30, 2011.
 
 
12

 
 
PART II
 
Item 5.
Market for Common Equity and Related Stockholder Matters
 
The high and low bid prices of our common stock for the periods indicated below are as follows:
 
National Association of Securities Dealers OTC Bulletin Board(1)
Quarter Ended
High
Low
April 30, 2011
$0.059
$0.03
January 31, 2011
$0.0573
$0.03
October 31, 2010
$0.0427
$0.0165
July 31, 2010
$0.0436
$0.0165
April 30, 2010
$0.05
$0.03
January 31, 2010
$0.07
$0.04
October 31, 2009
$0.09
$0.04
July 31, 2009
$0.09
$0.02
April 30, 2009
$0.05
$0.02
January 31, 2009
$0.034
$0.012
October 31, 2008
$0.11
$0.025
July 31, 2008
$0.16
$0.071
April 30, 2008
$0.23
$0.09
January 31, 2008
$0.22
$0.14
October 31, 2007
$0.23
$0.12
July 31, 2007
$0.51
$0.20
April 30, 2007
$0.29
$0.082
     
(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
 
Our shares of common stock are issued in registered form.  The registrar and transfer agent for our shares of common stock is Nevada Agency and Transfer Company, 50 West Liberty Street, Suite 880, Reno, NV 89501 (Telephone: 1-775-322 0626; Facsimile: 1-775-322 5623). On July 26, 2011, the list of stockholders for our shares of common stock showed 441 registered stockholders and 267,703,983 shares of common stock outstanding.
 
Dividends
 
We have not declared any dividends on our common stock since the inception of our company on March 4, 1995.  There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock.  However, we do not anticipate declaring and paying dividends to our shareholders in the near future.
 
Equity Compensation Plan Information
 
We have no formal authorized Equity Compensation Plans.  The Board grants warrants and/or stock when it deems appropriate.  The following table provides a summary of the warrants outstanding, the weighted average price and number of securities remaining available for issuance, all as at April 30, 2011.
 
Plan category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
 
(a)
(b)
(c)
Equity compensation plans approved by security holders
Nil
Nil
Nil
Equity compensation plans not approved by security holders
Nil
Nil
Nil
Total
Nil
Nil
Nil
 
 
13

 
 
Outstanding Equity Awards at Fiscal Year-End
 
The following table sets forth for each named executive officer and director certain information concerning the outstanding equity awards as of April 30, 2011.
 
 
Option Awards
Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
Option
Exercice
Price
Option
Expiration
Date
Number of
Shares or
Units of
Stock that
Have Not
Vested
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
Equity
Incentive
Plan
Awards :
Number of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested
Equity
Incentive
Plan Awards :
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
Have Not
Vested
Michael Powell(1)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Robert Carrington(2)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Paul Wang (3)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Daniel Forbush(4)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
David Salari(5)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Larry M. Bigler(6)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Dan L. Dyer(7)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Mark A. Smith(8)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Keith M. Belingheri(9)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
P.K. “Rana” Medhi(10)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(1)  
 Mr. Powell was appointed a director May 24, 2010 and resigned as a director on December 17, 2010.
(2)  
 Mr. Carrington was appointed President and a director on January 28, 2010 and resigned as President    September 3, 2010 and as a director December 17, 2010.
(3)  
 Mr. Wang was appointed a Director on March 11, 2010 and President September 3, 2010 and was terminated as President December 17, 2010.
(4)  
 Mr. Forbush was appointed CEO December 17, 2010 and as President December 30, 2010.
(5)  
 Mr. Salari resigned as a Director December 17, 2010.
(6)  
 Mr. Bigler resigned as a Director May 13, 2010 and was reappointed December 17, 2010.
(7)  
 Mr. Dyer was appointed a director December 17, 2010 and resigned July 1, 2011.
(8)  
 Mr. Smith was appointed a director December 30, 2010 and resigned July 1, 2011.
(9)  
 Mr. Belingheri was appointed a director December 17, 2010 and resigned July 1, 201.
(10)  
 Mr. Medhi was appointed a director December 30, 2010.
 
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
 
We did not purchase any of our shares of common stock or other securities during the year ended April 30, 2011.
 
Recent Sales of Unregistered Securities
 
 
14

 
 
The table below summarized the issuance of shares during the year ended April 30, 2010
 
Description
 
# of shares
 
Common Stock Issued for Cash at $0.15 in Private Placement
   
17,561,665
 
Common Stock Issued for Cash at $0.02 in Private Placement
   
1,605,000
 
Common Stock Issued for Cash at $0.022 in Private Placement
   
3,050,000
 
Common Stock Issued for Cash at $0.025 in Private Placement
   
700,000
 
Common Stock Issued for Cash at $0.033 in Private Placement
   
300,000
 
Common Stock Issued for Cash at $0.035 in Private Placement
   
240,000
 
Common Stock Issued for Cash at $0.04 in Private Placement
   
1,125,000
 
Common Stock Issued for Cash at $0.045 in Private Placement
   
7,047,300
 
Common Stock Issued for Cash at $0.05 in Private Placement
   
1,090,000
 
Common Stock Issued for services at $0.02
   
1,000,000
 
Common Stock Issued for services at $0.028
   
8,400,000
 
Common Stock Issued for services at $0.032
   
1,500,000
 
Common Stock Issued for services at $0.035
   
12,500
 
Common Stock Issued for services at $0.047
   
100,000
 
Common Stock Issued for services  at $0.050
   
750,000
 
Common Stock Issued for services  at $0.065
   
60,000
 
Common Stock Issued for services  at $0.083
   
66,666
 
Common Stock Issued for Cash at $0.035 in Private Placement
   
314,300
 
Common Stock Issued for Cash at $0.045 in Private Placement
   
2,872,400
 
Common Stock Issued for services at $0.041
   
1,850,000
 
Common Stock Issued for services at $0.050
   
250,000
 
Common Stock Issued for Cash at $0.05 in Private Placement
   
440,000
 
Common Stock Issued for settlement of lawsuit at $0.05
   
1,000,000
 
Common Stock Issued for services at $0.048
   
500,000
 
Cancellation of Issued Common Stock due to non-payment on receivable
   
(996,700
)
Common Stock Issued for services at $0.043
   
300,000
 
Total
   
51,138,131
 
 
We issued the securities to accredited investor pursuant to exemptions from registration as set out in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.
 
 
15

 
 
The table below summarized the issuance of shares during the year ended April 30, 2011:
 
Description
 
# of shares
 
Common Stock Issued for services at $0.038
   
550,000
 
Common Stock Issued for Land Lease payments at $0.035
   
1,650,000
 
Common Stock issued for Cash at $0.042 in Private Placement
   
556,547
 
Common Stock issued to close previous Private Placement unissued due to insufficient authorized shares at $0.033
   
3,300,000
 
Common Stock issued to close previous Private Placement unissued due to insufficient authorized shares at $0.04
   
412,500
 
Common Stock issued for Cash at $0.042 in Private Placement
   
35,356
 
Common Stock issued for Cash at $0.036 in Private Placement
   
11,495,000
 
Common Stock issued for Cash at $0.040 in Private Placement
   
1,375,000
 
Common Stock issued for Cash at $0.0475 in Private Placement
   
315,790
 
Common Stock Issued for services at $0.038
   
1,050,000
 
Common Stock Issued for services at $0.036
   
385,000
 
Common Stock Issued for services at $0.048
   
500,000
 
Common Stock Issued for services at $0.05
   
660,000
 
Common Stock Issued for services at $0.045
   
484,000
 
Common Stock issued for Cash at $0.040 in Private Placement
   
2,030,890
 
Common Stock Issued for services  at $0.043
   
1,300,000
 
Common Stock Issued for services at $0.04
   
350,000
 
Total
   
26,450,083
 
 
We issued the securities to accredited investor pursuant to exemptions from registration as set out in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.
 
Item 6.
Selected Financial Data
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended April 30, 2011 and April 30, 2010 that appear elsewhere in this annual 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 registration statement, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report.
 
 
16

 
 
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
Successes and Accomplishments Fiscal Year 2011
 
In the second quarter of fiscal year 2011, we announced the following drill results, including 145 feet, from 255 to 400 feet which averaged 0.034 opt Au and 0.63 opt Ag in the Hill Zone. All drill intervals reported herein are oxide in nature, originate in the Hill Zone, and are similar in character to material which recently yielded more than 91% extractable gold in large diameter bulk column leach tests previously reported by the Company. These results continue to build on the Company's earlier work and to expand the Independence project.
 
Table 1
Hill Zone Surface Oxide Resource Area Drill Results
 
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
1.60
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-108
190
230
40
0.017
0.51
GM-109
0
30
30
0.032
1.39
Also
210
325
115
0.019
0.43
Including
225
295
40
0.033
0.92
GM-110
0
45
45
0.019
0.28
GM-111
0
5
5
0.050
3.21
Also
255
400
145
0.034
0.63
Including
305
390
85
0.055
0.99
 
We also announced the following drill results, including 365 feet, from surface which averaged 0.014 ounce gold per ton (opt Au) and 0.08 ounces of silver per ton (opt Ag) in hole GM-120; in hole GM-117 the140 foot interval from 20 to 160 feet averaged 0.012 opt Au and 0.14 opt Ag; and 150 feet averaging 0.017 opt Au and 0.10 opt Ag in hole M-113, all in the Hill Zone of the Company's Independence Project.
 
All drill intervals here are of thoroughly oxidized surface mineralization from the Hill Zone, and are similar in character to material which recently yielded more than 91% extractable gold from 4 inch crush material in large diameter bulk column leach tests previously reported by the Company. These results continue to build on the Company's previous work and further demonstrate the large potential of the Independence project.
 
 
17

 
 
Table 1
Hill Zone Surface Oxide Resource Area Drill Results
 
Drill Hole
From (ft)
To (ft)
Length
opt Au
opt Ag
GM-113
160
310
150
0.017
0.10
Including
215
305
90
0.025
0.12
GM-114
0
35
35
0.011
0.26
GM-117
20
160
140
0.012
0.14
GM-118
25
225
200
0.011
0.10
Including
45
150
105
0.014
0.10
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
0
15
15
0.027
0.11
Also
80
115
35
0.033
0.16
 
In addition, we announced the following drill results in the Hill Zone of the Company's Independence Project continue to intersect very large, continuously mineralized zones of surface and near surface, oxidized gold mineralization up to 445 feet (135 meters) in length within the potential open pit, heap leach target at the Company's Independence Project. The large intercepts reported in the current holes are hosted in favorable sedimentary host rocks, east of structurally controlled high grade oxidized mineralization in "feeder structures" (faults or breaks in the rocks which increase porosity, permeability and receptivity), as identified in holes GM-127 and GM-128, where GM-127 contained interval as previously announced which assayed 0.908 ounces of gold per ton (opt Au) and 0.36 ounces of silver per ton (opt Ag) over 10 feet with an individual high of 1.586 opt Au over 5 feet and GM-128 which contained 1.019 opt Au and 0.99 opt over 15, and an individual high sample of 2.897 opt Au over five feet. These intercepts represent the approximate true width of the large and expanding Independence Surface Oxide Target.
 
Management is highly encouraged by these results, which when combined with all of the Company's previous drilling, have drill tested approximately 3,100 feet of the prospective surface mineralization at the Independence, leaving over 2,200 feet of the strike length yet to be drilled. Recently modeled soil geochemistry and limited historic drilling in this comparatively untested area contain highly anomalous gold in soil values to over 1,000 ppb gold in soil, and drill intercepts in excess of 1/3 of an ounce of gold per ton. Surface oxide gold mineralization remains open to the north and to depth in all cases.
 
The drill intervals reported herein are of thoroughly oxidized, near surface mineralization from the Hill Zone, and are similar in character to material which recently yielded more than 91% extractable gold from 4 inch crush material in large diameter bulk column leach tests previously reported by the Company. These results continue to build on the Company's previous work and further demonstrate the large potential of the Independence project.
 
 
18

 
 
Table 1
Hill Zone Surface Oxide Resource Area Drill Results
 
Drill Hole
From (ft)
To (ft)
Length
opt Au
opt Ag
GM-123
360
400
40
0.015
0.21
GM-125
40
360
320
0.010
0.07
Including
90
140
50
0.023
0.05
GM-126
5
450
445
0.010
0.09
 
In March 2011, we started a large diameter column leach test on the bulk samples taken in the South Zone of near surface, oxide mineralization which had been previously delivered to the lab.  This bulk sample was taken from the underground workings on the property and should provide a very good view of the recovery of gold and silver from the property once the open pit mine has been developed. The column leach tests of this sample are being conducted at 2 and 1 inch.  The test is expected to take up to 170 days to complete.
 
Plan of Operation
 
Fiscal Year 2012 –Permitting and Development Program
 
During fiscal year 2012, the Company continues its aggressive program, restricted by available funds, to rapidly move the Independence project toward production.  On May 5, 2010, we announced completion of a current, independent, technical report and resource calculation compliant with Canadian National Instrument 43-101.  The report was submitted to Canadian authorities for review and approval preparatory to the Company being able to use the report with Canadian investment firms to assist the Company in acquiring the resources necessary to complete our aggressive program.  The Company has received a response from the Canadian Authorities and is completing the necessary work to provide responses and clarification to the governing agency. This report does not meet SEC Industry Guide 7 guidelines but will provide information in a familiar format for our Canadian and European investors.
 
Dyer Engineering of Reno, Nevada continues the permitting process necessary to place the Independence Mine into commercial production.
 
Additional extractive metallurgical studies will be undertaken. When these studies are completed, a mine plan will be developed which the Company believes will see much of the mineralization identified in its drilling converted into reserve categories.
 
We anticipate being able to secure necessary permits to allow us to proceed to production.   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.
 
Independence Shallow Target Area
 
Our drilling program during calendar years 2007 through 2010 confirmed a large body of near surface oxide mineralization over a strike length of more than 4,100 feet and discovered the new Hill Zone.  Mineralization is open to depth and along strike to the north.  We completed 38,950 feet in 128 drill holes. Holes range from vertical to 45 degrees easterly and vary from 25 to 580 feet deep averaging 304 feet in depth.  Drilling in the northern part of the target in drill hole GM 128 intercepted Drilling encountered a 15 foot (4.6 meter) zone estimated to represent the approximate true thickness of high grade gold -- silver mineralization which averaged 1.033 ounces per ton (opt) or 39.04 grams per metric tonne (g/T) gold equivalent (Au Equiv) from 310 to 325 feet (94.5 -- 99.1 meters). This bonanza grade intercept is contained within a much larger 230 foot (70.1 meter) intercept which averages 0.083 opt (3.14 g/T) Au Equiv from 295 to 525 feet (89.9 -- 160.1 meters).  This intercept is believed to represent a high grade fluid conduit or a potential high grade mineralized zone similar to those mined historically from the Independence Mine. Mineralization in the Independence Target is open down dip to the west and to the north as well as up slope to the east.
 
 
19

 
 
Mineralized drill intercepts correlated well up and down dip and along strike from section to section.  The interpretation is supported by accessible mine workings.  Potentially surface bulk mineable mineralization in the Company’s drill intercepts is consistently wider than anticipated from underground mapping and sampling results.
 
The mineralized zone intersected in drilling typically consists of a higher grade core surrounded be a broad halo of low grade which is often 100 to 200 feet wide.  All mineralization encountered is thoroughly oxidized throughout the zones being tested.  Exposures in historic mine workings suggest the mineralization is oxidized to depths of more than 400 feet below the present surface and has a high degree of continuity along strike and down dip.
 
Results including grade, width, and oxide nature of mineralization, indicate excellent potential for a low cost, open pit heap leach operation with near term production potential for which planning permitting studies are underway.
 
The orientation of the mineralized zone at the Independence allows the Company to drill holes which are roughly perpendicular to mineralization, resulting in drill intercepts which are believed to represent approximate true thickness.
 
Geochemical and structural modeling of the property indicates that mineralization may extend northerly on the Company’s property for more than 5,000 feet in the direction of the Sunshine Open Pit Mine formerly operated by Battle Mountain Gold Corp., now Newmont Mining.
 
Hill Zone
 
The Hill Zone was discovered as a part of the ongoing integration of current drill and analytical data with the historic geologic, geochemical and mining data. Historically, mineralization at the Independence mine was believed to be terminated to the north by the Canyon fault. Interpretation of General Metals drilling in the Independence target and historic gold-silver surface sampling data indicated the offset of the Canyon fault to be minimal and projected the favorable hosts and the mineralized zone to continue north of the Canyon Fault.  Drilling has extended the gold-silver mineralization an additional 1,000 feet to the north.  Although the indicated width and thickness of the Hill Zone mineralization is similar to the Independence target, mineralization remains open to the west, north east and at depth. Drilling results from previous operators suggest the Hill Zone mineralization may be significantly wider than that in the Independence target.
 
 
20

 
 
The following budget outline is anticipated to be necessary to move the Independence Project forward to the brink of production in the coming twelve months.
 
Direct exploration and development costs
     
Core drilling program
 
$
100,000
 
Upgrade Independent Technical Report to SEC Industry Guide 7 Standard
   
400,000
 
Metallurgical testing programs
   
75,000
 
Environmental Studies and Reports
   
240,000
 
Land Payments
   
105,000
 
Engineering and Design
   
50,000
 
State and County Permits
   
45,000
 
Water Well
   
35,000
 
Project Permitting
   
30,000
 
Complete check assays of the 2009-2010 Drill Program
   
10,000
 
Contingency
   
240,000
 
         
Total direct exploration and development costs
  $
1,330,000
 
         
Indirect costs
       
Office rent and other operating expenses
   
50,000
 
Wages and salaries and payroll related expenses
   
200,000
 
Insurance expenses
   
140,000
 
Investor Awareness Consultants
   
100,000
 
Other general and administrative expenses
   
150,000
 
Legal expenses
   
30,000
 
         
Total indirect costs
   
670,000
 
         
Total budget for the next twelve months
 
$
2,000,000
 
 
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 Newmont’s Sunshine mine. 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.
 
Independence Deep Target:
 
The Company has received 275 assays for the majority of all mineralized intercepts with samples above and below these intercepts from American Assay Laboratories of Sparks, Nevada for extensive check assays of the mineralized zones.  The results are in excellent agreement with the original results and are now 43-101 compliant.
 
 
21

 
 
These are original pulps from Noranda Minerals’ 1985 - 1989 diamond drill programs which have been maintained by the underlying property owners together with the entire original Noranda core library. Our consultants verified the location and chain of custody of the samples from the Great Basin Gold drilling program and submitted these samples for similar check assay. The results of these check assays were incorporated in the independent technical report General Metals completed and filed with Canadian Regulatory Authorities. The entire core from the Great Basin Drilling is also stored in the property’s core library.
 
When taken together, the Noranda and Great Basin Gold drilling in the Independence Gold Skarn system identify a target more than half a mile wide and three quarters of a mile long which contains three highly prospective structural/stratigraphic zones, all of which have been demonstrated to host significant levels of gold mineralization.
 
To date more than 25,000 feet of core in eight holes have been drilled to test mineralization in the Independence Gold Skarn. Virtually every hole which has targeted the gold skarn to date has intersected significant gold mineralization over an area which is more than three quarters of a mile long and half a mile wide, with most holes containing multiple mineralized horizons.
 
The highest grade portion of the Independence Gold Skarn occurs in favorable carbonate rich rocks below the Golconda Thrust, and directly beneath the Surface Oxide Mineralization.  It is highly likely that the sub-vertical structural system which controls the surface oxide mineralization acted as a conduit, permitting mineralizing fluids circulating in the gold skarn to migrate to the near surface, depositing the gold and silver that form the Surface Oxide portion of the Independence System as the "fingerprint" of the deeper gold skarn. Surface "leakage" halos or fingerprints related to deeper mineralization form the basis for modern geochemical prospecting, and many such features related to deeper high grade mineralization are known along the Battle Mountain gold trend, including the Cove - McCoy system to the south and the Ivanhoe - Hollister system to the north where high grade underground ore bodies exhibited surface geochemical halos that were in themselves economically viable mines.
 
We believe the combined Independence Surface Oxide and Gold Skarn represents a world class target in the world class Battle Mountain Mining District along an indisputable world class gold trend.
 
Corporate Development Strategy
 
We are moving the Independence project toward production.  We obtained necessary studies to allow us to continue with the permitting to proceed to production as soon as financing and regulatory authorities will allow.   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 are required to bring the Hill Zone into production and the permitting required to allow for that program is underway. We believe the Hill Zone is amenable to open pit mining and heap leaching.
 
We require additional funds of approximately $2 million to proceed with our plan of operation 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.
 
Capital Expenditures
 
We do not intend to invest in capital expenditures during the twelve-month period ending April 30, 2012.
 
 
22

 
 
General and Administrative Expenses
 
We expect to spend $670,000 during the twelve-month period ending April 30, 2012 on general and administrative expenses including legal and auditing fees, rent, office equipment, investor awareness and other administrative related expenses.
 
Product Research and Development
 
We do not anticipate expending any funds on research and development, manufacturing and engineering over the twelve months ending April 30, 2012.
 
Personnel Plan
 
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 contract employment as needed.  As at April 30, 2011, our only employees were our directors and officers.
 
Results of Operations for the Years Ended April 30, 2011 and 2010
 
The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended April 30, 2011 and 2010.
 
Our operating results for the years ended April 30, 2011 and 2010 are summarized as follows:
 
   
Year Ended
April 30
 
   
2011
   
2010
 
Revenue
 
$
Nil
   
$
Nil
 
Operating Expenses
 
$
783,101
   
$
2,173,722
 
Net Loss
 
$
822,809
   
$
3,475,281
 
 
Revenues
 
We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.
 
Operating Expenses
 
Our operating expenses for the year ended April 30, 2011 and April 30, 2010 are outlined in the table below:
 
   
Year Ended
April 30
 
   
2011
   
2010
 
Depreciation and amortization
 
$
5,350
   
$
7,255
 
General and administrative
 
$
70,328
   
$
198,426
 
Management and consulting
 
$
277,428
   
$
874,227
 
Exploration and development
 
$
311,604
   
$
909,728
 
Professional fees
 
$
118,391
   
$
184,086
 
 
The expenditures on the Independence project during the year were $598,124 less than the prior year as identified in the exploration and development category. The decreased costs were due to reductions in drilling, assaying, and geologic consulting and resulted from a lack of funding in the first eight months of the year.  We decreased our business development efforts as well as our investor awareness campaigns causing the significant decrease of $596,799 in the management and consulting costs of the Company in the current year.  We anticipate that the management and consulting costs should remain at these levels.  Cost decreases were incurred in fiscal year 2011 in Professional fees as the result of a reduced legal and accounting work not required in fiscal year 2011 because the Company was required to restate the 2008 financial statements as well as each quarterly form 10-Q report during the 2010 fiscal year.
 
 
23

 
 
Liquidity and Financial Condition
 
Our total assets at April 30, 2011 were $781,815 and our total current liabilities were $607,424 and we had a working capital deficit of $553,476 as compared to $769,396 as of April 30, 2010. Our financial statements report a net loss of $822,809 for the year ended April 30, 2011, and a net loss of $10,481,533 for the period from March 15, 2006 (date of inception) to April 30, 2011. We had cash in the amount of $14,157 as of April 30, 2011.

We received $220,000 from private placements since April 30, 2011 and expect to be able to continue obtaining financing through the sale of our common or preferred stock in private placements to accredited investors.
 
Cash Flows
           
   
Year Ended
April 30
 
   
2011
   
2010
 
Net Cash (Used) by Operating Activities
 
$
(749,327
)
 
$
(1,138,854
)
Net Cash Provided/(Used) by Investing Activities
 
$
145,644
   
$
(8,987
)
Net Cash Provided by Financing Activities
 
$
608,203
   
$
1,177,534
 
Increase In Cash During The Period
 
$
4,521
   
$
29,963
 
 
Our cash balance will increase or remain constant based on the success of our fund raising activities. At present our operations only consume cash getting the project into production as quickly as funding and regulatory authorities will allow. The cash used in operating activities decreased $389,528 from 2010 to 2011 due to the decreased production and drilling activities occurring on the property.  Additionally, we had less employees and consulting contracts in place during 2011.
 
During 2011, cash provided by investing activities increased by $154,631 as we sold the investment in Sunergy Inc that was received as payment for purchase of the property in Ghana, Africa and we had no capital expenditures during 2011.  All funds were used in funding further exploration and development costs of the independence property.
 
Cash provided by financing activities decreased by $569,331 primarily from the decreased number of common shares sold in private placements.
 
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.
 
Going Concern
 
The audited financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business.  Accordingly, the consolidated audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
 
 
24

 
 
Off-Balance Sheet Arrangements
 
We have no 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 is material to stockholders.
 
APPLICATION OF CRITICAL ACCOUNTING POLICIES
 
Our audited financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.
 
Stock Issued For Services
 
The Company bases the value of stock issued for services on the market value of our common stock at the date of issue or our estimate of the fair value of the services received, whichever is more reliably measurable.
 
Stock Based Compensation
 
The Company records the cost of employee and non-employee services received in exchange for an award of equity instruments based on the estimated grant-date fair value of the award. That cost is recognized over the period during which an employee or non-employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which the requisite service period is not rendered. The grant-date fair value of equity awards is estimated using a Black-Scholes pricing model.
 
Taxes
 
The Company records valuation allowances against our deferred tax assets, when necessary. Realization of deferred tax assets (such as net operating loss carry-forwards) is dependent on future taxable earnings and is therefore uncertain. To the extent we believe that recovery is not likely or uncertain, we establish a valuation allowance against our deferred tax asset, which increases our income tax expense in the period when such determination is made.
 
On an annual basis, we reevaluate the probability that a tax position will be effectively sustained and the appropriateness of the amount recognized for uncertain tax positions based on factors including changes in facts or circumstances, changes in tax law, settled audit issues and new audit activity. Changes in our assessment may result in the recognition of a tax benefit or an additional charge to the tax provision in the period our assessment changes. We recognize interest and penalties related to income tax matters in income tax expense.
 
NEW ACCOUNTING PRONOUNCEMENTS
 
Recent accounting pronouncements that the Company has adopted or will be required to adopt in the future are summarized in Footnote 2 in our financial statements.
 
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
 
25

 
 
Item 8.
Financial Statements and Supplementary Data
 
Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
The following audited financial statements are filed as part of this annual report:
 
Independent Auditor's Report, dated August 12, 2011.
 
Audited Balance Sheet as at April 30, 2011 and 2010.
 
Audited Statements of Operations for the year ended April 30, 2011 and for the year ended April 30, 2010 and since inception.
 
Audited Statements of Changes in Stockholders' Equity for the year ended April 30, 2011 and for the year ended April 30, 2010 and since inception.
 
Audited Statements of Cash Flows for the year ended April 30, 2011 and for the year ended April 30, 2010 and since inception.
 
Notes to the Financial Statements.
 
 
26

 
 
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Directors and Stockholders of
  General Metals Corporation
 
We have audited the accompanying consolidated balance sheets of General Metals Corporation (an exploration stage company) as of April 30, 2011 and 2010, and the related consolidated  statements of operations, stockholders’ equity and comprehensive income, and cash flows for the years then ended and from inception (March 15, 2006) to date. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of General Metals Corporation as of April 30, 2011 and 2010, and the results of its consolidated operations and cash flows for the years then ended and inception to date, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 of the accompanying consolidated financial statements, the Company has incurred losses, has not generated any revenue, and has negative operating cash flows since the inception of the exploration activities. These factors, and the need for additional financing in order for the Company to meet its business plans, raise substantial doubt about its ability to continue as a going concern. Management’s plan to continue as a going concern is also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s:/  Mark Bailey & Company, Ltd.

 
Reno, Nevada
August 12, 2011
 
 
 
27

 
 
General Metals Corporation and Subsidiaries
(An Exploration Stage Company)
Consolidated Balance Sheets
 
   
April 30,
   
April 30,
 
   
2011
   
2010
 
ASSETS
             
Current assets
           
Cash and cash equivalents
  $ 14,157     $ 9,636  
Short-term investments
    -       177,796  
Prepaid expenses
    39,791       24,650  
                 
Total current assets
    53,948       212,082  
                 
Other assets
               
Land
    67,742       67,742  
Mineral property
    613,941       613,941  
Property and equipment, net
    10,946       16,296  
Other assets
    35,238       37,800  
                 
Total other assets
    727,867       735,779  
                 
Total assets
  $ 781,815     $ 947,861  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
                 
Current Liabilities
               
Notes payable, current portion
  $ 6,331     $ 106,750  
Accounts payable
    354,055       517,495  
Accrued liabilities
    93,262       120,439  
Accounts payable to related parties
    124,976       187,994  
Loan from related parties
    28,800       48,800  
                 
Total current liabilities
    607,424       981,478  
                 
Long-term liabilities
               
Notes payable, net of current portion
    38,342       42,155  
                 
Total long-term liabilities
    38,342       42,155  
                 
Total liabilities
    645,766       1,023,633  
                 
Commitments and Contingencies
               
                 
Stockholders' equity/(deficit)
               
Preferred stock, authorized 50,000,000
               
shares, par value $0.001, zero issued and
               
outstanding
    -       -  
                 
Common stock, authorized 550,000,000
               
shares, par value $0.001, issued and
               
outstanding on April 30, 2011 and April 30, 2010
         
is 267,703,983 and 241,253,900 respectively
    267,705       241,254  
                 
Additional paid-in capital
    10,349,877       9,366,698  
Subscriptions receivable
    -       (25,000 )
Accumulated deficit during exploration stage
    (10,481,533 )     (9,658,724 )
                 
Total stockholders' equity/(deficit)
    136,049       (75,772 )
                 
Total liabilities and stockholders' equity/(deficit)
  $ 781,815     $ 947,861  
 
The accompanying notes are an integral part of these statements
 
 
28

 
 
General Metals Corporation and Subsidiaries
(An Exploration Stage Company)
Consolidated Statements of Operations
 
               
March 15, 2006
 
               
(Inception)
 
   
Year ended April 30,
   
to April 30,
 
   
2011
   
2010
   
2011
 
Revenue
  $ -     $ -     $ -  
                         
Operating expenses
                       
Depreciation and amortization
    5,350       7,255       29,920  
General and administrative
    70,328       198,426       1,394,363  
Management and consulting
    277,428       874,227       5,423,424  
Exploration and development
    311,604       909,728       2,873,842  
Professional fees
    118,391       184,086       663,893  
                         
Total expenses
    783,101       2,173,722       10,385,442  
                         
(Loss) from operations
    (783,101 )     (2,173,722 )     (10,385,442 )
                         
Other income (expenses)
                       
Interest expense
    (6,781 )     (6,923 )     (29,807 )
Other income
    2,500       7,200       14,700  
Gain on sale of mineral properties
    -       -       1,249,072  
Realized (loss) on sale of investments
    (34,715 )     (77,489 )     (112,204 )
Other than temporary impairment of investments
    -       (1,224,302 )     (1,224,302 )
Gain/(loss) on foreign currency exchange
    (712 )     (45 )     6,450  
                         
(Loss) before income taxes
    (822,809 )     (3,475,281 )     (10,481,533 )
                         
Provision for income taxes
    -       -       -  
                         
Net (loss)
  $ (822,809 )   $ (3,475,281 )   $ (10,481,533 )
                         
Loss per common share:
                       
Basic & Diluted
  $ (0.00 )   $ (0.01 )        
                         
Weighted average shares outstanding:
                       
Basic & Diluted
    251,671,588       231,858,461          
 
The accompanying notes are an integral part of these statements
 
 
29

 
General Metals Corporation and Subsidiaries
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Equity
Inception March 15, 2006 to April 30, 2011
 
                 
(Deficit)
           
                 
Accumulated
 
Accumulated
       
 
Common Stock
     
Stock
 
During
 
Other
   
Total
 
 
Issued
     
Paid in
 
Subscriptions
 
Exploration
 
Comprehensive
   
Equity/
 
 
Shares
 
Amount
 
Capital
 
(Receivable)
 
Stage
 
Income/(Loss)
   
(Deficit)
 
                               
                               
Balance, April 30, 2005
  34,489,840   $ 34,489   $ 447,388   $ (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
  48,400     48     4,952                         5,000  
Common Stock Issued for Cash at $0.125
                                           
In Private Placement
  29,040     29     2,971                         3,000  
Common Stock Issued at $0.001 to
                                           
exercise lease agreement
  6,050,000     6,050     529,800                         535,850  
Common Stock Issued for Cash at $0.125
                                           
In Private Placement
  3,060,695     3,060     313,128                         316,188  
Common Stock Issued in Reorganization
  9,280,195     9,281     (788,827 )         208,251             (571,295 )
Common Stock Issued to Convert Debt at
                                           
0.0185 as Agreed in February 2005
  24,238,000     24,239     589,795                         614,034  
Common Stock Issued as Incentive
  605,000     605     (105 )                       500  
Common Stock Returned and Cancelled
  (605,000 )   (605 )   105                         (500 )
Common Stock Issued in Exercise of
                                           
Warrants at $0.25
  773,190     773     158,977                         159,750  
Net (Loss)
                          (637,068 )           (637,068 )
Balance, April 30, 2006
  77,969,360     77,969     1,258,184     -     (637,068 )   -       699,085  
                                             
Deposit received on Private Placement
                    76,000                   76,000  
Common Stock Issued in Exercise of
                                           
Warrants at $0.25
  121,000     121     24,879                         25,000  
Common Stock Issued for Cash at $0.125
                                           
In Private Placement
  484,000     484     49,516     (50,000 )                 -  
Common Stock Issued for Service at
                                           
$0.125 per share
  174,240     174     17,826                         18,000  
Common Stock Issued for Purchase of
                                           
fixed asset at $0.075
  242,000     242     14,758                         15,000  
Common Stock Issued for Cash at $0.075
  180,945     180     11,036                         11,216  
Common Stock Issued for Services at
                                           
$0.075 per share
  363,000     363     22,137                         22,500  
Common Stock Issued to Convert Debt
                                           
$0.075 per share
  564,666     564     34,436                         35,000  
Common Stock Issued for Cash at $0.075
                                           
In Private Placement
  4,147,069     4,147     252,903     (163,800 )                 93,250  
Common Stock Issued for Cash at $0.075
                                           
For Exploration Rights
  1,210,000     1,210     249,718                         250,928  
Common Stock Issued for Cash at $0.075
                                           
For Employee Incentive
  302,500     303     18,448                         18,751  
Common Stock Issued for Cash at $0.125
                                           
In Private Placement
  2,565,200     2,565     262,435                         265,000  
Common Stock Issued for Cash at $0.125
                                           
In Private Placement
  399,784     399     40,901     (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
  88,723,764     88,721     3,704,911     (41,300 )   (2,724,734 )   -       1,027,598  
                                             
Common Stock issued to convert Debt at
                                           
$0.075 per share
  564,666     564     34,436                         35,000  
Common Stock Issued for Cash at $0.125
                                           
In Private Placement
  733,744     734     75,066                         75,800  
Common Stock Issued in Exercise of
                                           
Share Purchase Warrants at $0.075
  2,773,077     2,774     156,991                         159,765  
Common Stock Issued in Exercise of
                                           
Share Purchase Warrants at $0.20
  719,950     721     118,280                         119,001  
Common Stock Issued in Exercise of
                                           
Share Purchase Warrants at $0.125
  48,400     48     4,952                         5,000  
Common Stock Issued for purchase of
                                           
asset at $0.125
  145,200     145     14,855                         15,000  
Common Stock Issued in Exercise of
                                           
Share Purchase Warrants at $0.20
  237,600     238     42,962                         43,200  
Common Stock Issued for Cash at $0.125
                                           
In Private Placement
  57,717     58     6,501                         6,559  
Cash Received for Subscriptions
                                           
Receivable
                    50,300                   50,300  
Common Stock Issued for Cash at $0.20
                                           
In Private Placement
  2,753,300     2,753     484,247     (160,000 )                 327,000  
Common Stock Issued in Exercise of
                                           
Share Purchase Warrants at $0.07
  806,667     806     49,194                         50,000  
Common Stock Issued for Cash at $0.15
                                           
In Private Placement
  990,000     990     134,010     (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
  161,334     162     9,838                         10,000  
Common Stock Issued in Exercise of
                                           
Share Purchase Warrants at $0.10
  121,000     121     7,379                         7,500  
 
 
30

 
                 
(Deficit)
           
                 
Accumulated
 
Accumulated
       
 
Common Stock
     
Stock
 
During
 
Other
   
Total
 
 
Issued
     
Paid in
 
Subscriptions
 
Exploration
 
Comprehensive
   
Equity/
 
 
Shares
 
Amount
 
Capital
 
(Receivable)
 
Stage
 
Income/(Loss)
   
(Deficit)
 
 
                                           
Common Stock Issued in Exercise of Share
                                           
Purchase warrants at $0.114
  193,600     194     19,806                         20,000  
Common Stock Issued for services to the
                                           
advisory board at $0.15
  2,200,000     2,200     297,800                         300,000  
Common Stock Issued for Cash at $0.15
                                           
In Private Placement
  110,000     110     14,890                         15,000  
Common Stock Issued in Exercise of Share
                                           
Purchase warrants at $0.075
  95,334     96     8,904     (9,000 )                 -  
Common Stock Issued in Exercise of Share
                                           
Purchase warrants at $0.114
  2,420     2     248                         250  
Common Stock Issued for Cash at $0.20
                                           
In Private Placement
  649,000     649     58,351                         59,000  
Common Shares issued for Cash at $0.15
                                           
In Private Placement
  48,729     48     6,597                         6,645  
Common Stock Issued in Exercise of
                                           
Share Purchase warrants at $0.068
  160,930     162     9,838                         10,000  
Common Stock Issued for services
                                           
at $0.125   110,000     110     12,390                         12,500  
Common Stock Issued for Cash at $0.20
                                           
In Private Placement
  110,000     110     9,890                         10,000  
Common Stock Issued for Cash at $0.05
                                           
In Private Placement
  440,000     440     19,560                         20,000  
Common Stock Issued in Exercise
                                           
of Share Purchase warrants at $0.05
  302,500     303     13,448                         13,751  
Common Stock Issued in Exercise of
                                           
Share Purchase warrants at $0.085
  32,353     33     2,467                         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
  103,291,285   $ 103,292   $ 5,457,144   $ (5,500 ) $ (4,707,116 ) $ -     $ 847,820  
                                             
Common Stock Issued for Cash at $0.14
                                           
In Private Placement
  7,700,000     7,700     92,300     (95,000 )                 5,000  
Common Stock Issued for Cash at $0.15
                                           
In Private Placement
  2,200,000     2,200     27,800     (14,387 )                 15,613  
Common Stock Issued for Cash at $0.18
                                           
In Private Placement
  1,100,000     1,100     16,400                         17,500  
Common Stock Issued for Cash at $0.2
                                           
In Private Placement
  9,240,000     9,240     158,760     (15,000 )                 153,000  
Common Stock Issued for Cash at $0.25
                                           
In Private Placement
  2,752,200     2,752     59,748     (1,000 )                 61,500  
Common Stock Issued for Cash at $0.05
                                           
In Private Placement
  9,101,400     9,101     379,499     (34,000 )                 354,600  
Common Stock Issued for Cash at $0.075
                                           
In Private Placement
  957,000     957     64,193                         65,150  
Common Stock Issued for Cash at $0.10
                                           
In Private Placement
  165,000     165     14,835                         15,000  
Common Stock Issued for Cash at $0.15
                                           
In Private Placement
  457,600     458     30,742                         31,200  
Common Stock Issued in Exercise of
                                           
Share Purchase warrants at $0.085
  37,323     37     2,838     (625 )                 2,250  
Common Stock Issued for services
                                           
at $0.017   825,000     825     12,175                         13,000  
Common Stock Issued for services
                                           
at $0.02   3,850,000     3,850     66,150                         70,000  
Common Stock Issued for services
                                           
at $0.021   4,675,000     4,675     84,575                         89,250  
Common Stock Issued for services
                                           
at $0.024   2,750,000     2,750     57,250                         60,000  
Common Stock Issued for services
                                           
at $0.025   1,100,000     1,100     23,900                         25,000  
Common Stock Issued for services
                                           
at $0.029   639,536     640     20,268                         20,908  
Common Stock Issued for services
                                           
at S0.03   11,000,000     11,000     289,000                         300,000  
Common Stock Issued for services
                                           
at $0.036   12,100,000     12,100     383,900                         396,000  
Common Stock Issued for services
                                           
at $0.05   3,410,000     3,410     151,590                         155,000  
Common Stock Issued for services
                                           
at $0.075   921,800     922     61,828                         62,750  
Common Stock Issued for services
                                           
at $0.08   4,561,700     4,562     327,198                         331,760  
Common Stock Issued for services
                                           
at $0.086   2,200,000     2,200     169,800                         172,000  
Common Stock Issued for services
                                           
at $0.10   165,000     165     14,835                         15,000  
Cancellation of Issued Common Stock
                                           
due to non-payment on receivable
  (198,000 )   (198 )   (8,802 )   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
  185,001,844     185,003     7,957,926     (151,012 )   (6,183,443 )   25,000       1,833,474  
                                             
Common Stock Issued for Cash at $0.015
                                           
In Private Placement
  19,317,832     19,318     244,107     (16,250 )                 247,175  
Common Stock Issued for Cash at $0.02
                                           
In Private Placement
  1,765,500     1,766     30,335     (1,700 )                 30,401  
Common Stock Issued for Cash at $0.022
                                           
In Private Placement
  3,355,000     3,355     64,405     -                   67,760  
Common Stock Issued for Cash at $0.025
                                           
In Private Placement
  770,000     770     16,730     -                   17,500  
Common Stock Issued for Cash at $0.033
                                           
In Private Placement
  330,000     330     9,670     -                   10,000  
Common Stock Issued for Cash at $0.035
                                           
In Private Placement
  264,000     264     8,136     -                   8,400  
Common Stock Issued for Cash at $0.04
                                           
In Private Placement
  1,237,500     1,238     43,763     (12,900 )                 32,100  
Common Stock Issued for Cash at $0.045
                                           
In Private Placement
  7,752,141     7,750     309,392     (30,422 )                 286,720  
 
31

 
 
                 
(Deficit)
           
                 
Accumulated
 
Accumulated
       
 
Common Stock
     
Stock
 
During
 
Other
   
Total
 
 
Issued
     
Paid in
 
Subscriptions
 
Exploration
 
Comprehensive
   
Equity/
 
 
Shares
 
Amount
 
Capital
 
(Receivable)
 
Stage
 
Income/(Loss)
   
(Deficit)
 
 
                                           
Common Stock Issued for Cash at $0.05
                                           
In Private Placement
  1,199,000     1,199     53,301                         54,500  
Common Stock Issued for services
                                           
at $0.02   1,100,000     1,100     18,900                         20,000  
Common Stock Issued for services
                                           
at $0.028   9,240,000     9,240     225,960                         235,200  
Common Stock Issued for services
                                           
at $0.032   1,650,000     1,650     46,350                         48,000  
Common Stock Issued for services
                                           
at $0.035   13,750     13     426                         440  
Common Stock Issued for services
                                           
at $0.047   110,000     110     4,590                         4,700  
Common Stock Issued for services
                                           
at $0.050   825,000     825     36,675                         37,500  
Common Stock Issued for services
                                           
at $0.065   66,000     66     3,834                         3,900  
Common Stock Issued for services
                                           
at $0.083   73,333     73     5,427                         5,500  
Common Stock Issued for Cash at $0.035
                                           
In Private Placement
  345,730     346     10,654                         11,000  
Common Stock Issued for Cash at $0.045
                                           
In Private Placement
  3,159,640     3,160     126,070     (10,000 )                 119,230  
Common Stock Issued for services
                                           
at $0.041   2,035,000     2,035     73,815                         75,850  
Common Stock Issued for services
                                           
at $0.050   275,000     275     12,225                         12,500  
Cash Received for Subscriptions
                                           
Receivable
                    110,000                   110,000  
Common Stock Issued for Cash at $0.05
                                           
In Private Placement
  484,000     484     21,516                         22,000  
Common Stock Issued for settlement
                                           
of lawsuit at $0.05
  1,100,000     1,100     48,900                         50,000  
Common Stock Issued for services
                                           
previously unrendered at $0.048
  550,000     550     23,450                         24,000  
Cancellation of Issued Common Stock
                                           
due to non-payment on receivable
  (1,096,370 )   (1,096 )   (42,429 )   43,525                   -  
Cash Received for Subscriptions
                                           
Receivable
                    24,622                   24,622  
Common Stock Issued for services
                                           
at $0.043   330,000     330     12,570                         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
  241,253,900   $ 241,254   $ 9,366,698   $ (25,000 ) $ (9,658,724 )   -     $ (75,772 )
                                             
Common Stock Issued for services
                                           
at $0.038   550,000     550     18,450                         19,000  
Common Stock Issued for Land Lease payments
                                           
at $0.035   1,650,000     1,650     52,350                         54,000  
Common Stock issued for Cash at $0.042
                                           
in Private Placement
  556,547     557     20,693                         21,250  
Common Stock issued to close previous
                                           
Private Placement unissued due to insufficient
                                           
authorized shares at $0.033
  3,300,000     3,300     96,700                         100,000  
Common Stock issued to close previous
                                           
Private Placement unissued due to insufficient
                                           
authorized shares at $0.04
  412,500     413     14,587                         15,000  
Common Stock issued for Cash at $0.042
                                           
in Private Placement
  35,356     35     1,315                         1,350  
Common Stock issued for Cash at $0.036
                                           
in Private Placement
  11,495,000     11,495     406,505                         418,000  
Common Stock issued for Cash at $0.040
                                           
in Private Placement
  1,375,000     1,375     53,625                         55,000  
Common Stock issued for Cash at $0.0475
                                           
in Private Placement
  315,790     316     14,684                         15,000  
Common Stock Issued for services
                                           
at $0.038   1,050,000     1,050     57,225                         58,275  
Common Stock Issued for services
                                           
at $0.036   385,000     385     15,365                         15,750  
Common Stock Issued for services
                                           
at $0.048   500,000     500     23,500                         24,000  
Common Stock Issued for services
                                           
at $0.05   660,000     660     35,970                         36,630  
Common Stock Issued for services
                                           
at $0.045   484,000     484     24,156                         24,640  
Common Stock issued for Cash at $0.040
                                           
in Private Placement
  2,030,890     2,031     84,804                         86,835  
Common Stock Issued for services
                                           
at $0.043   1,300,000     1,300     54,600                         55,900  
Common Stock Issued for services
                                           
at $0.04   350,000     350     13,650                         14,000  
Reduction to subscription receivable
                                           
on outstanding subscription
              (5,000 )   5,000                   -  
Cash Received for Subscriptions
                                           
Receivable
                    20,000                   20,000  
Net (Loss)
                          (822,809 )              
Total comprehensive income (loss)
                                        (822,809 )
Balance, April 30, 2011
  267,703,983   $ 267,705   $ 10,349,877   $ -   $ (10,481,533 )   -     $ 136,049  
 
The accompanying notes are an integral part of these statements
 
 
32

 
 
General Metals Corporation and Subsidiaries
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
 
               
March 15, 2006
 
   
 
   
(Inception)
 
    Year Ended April 30,    
to April 30,
 
   
2011
   
2010
   
2011
 
Operating activities
                 
Net loss
  $ (822,809 )   $ (3,475,281 )   $ (10,481,533 )
Adjustments to reconcile net loss
                       
    Stock issued for services
    91,647       581,248       2,734,975  
Stock issued for payment of interest on debt
    -       -       12,750  
Non-cash financing costs
    -       -       46,234  
Realized loss on sale of investments
    34,715       77,489       112,204  
Gain on sale of mineral property
    -       -       (1,249,072 )
Depreciation and amortization
    5,350       7,255       29,920  
Stock-based compensation
    62,000       132,104       1,781,171  
Other-than-temporary impairment of investments
    -       1,224,302       1,224,302  
Impairment of long-lived assets
    -               17,500  
Bad debt expense
    -       22,387       22,387  
Gain on sale of fixed asset
    -       (1,250 )     (1,250 )
Change in assets and liabilities
                       
    (Increase)/decrease in other current assets
    -       (22,142 )     (22,387 )
    (Increase)/decrease in prepaid expenses
    (3,494 )     (10,596 )     (25,675 )
    Increase/(decrease) in accounts payable
    (151,558 )     240,061       553,931  
    Increase/(decrease) in accrued liabilities
    34,823       85,569       337,366  
                         
Net cash used by operating activities
    (749,326 )     (1,138,854 )     (4,907,177 )
                         
Investment activities
                       
Investments:
                       
Purchases
    -       (1,357 )     (1,357 )
Proceeds from sales
    145,644       9,270       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       8,000  
Purchase of land
    -       25       (67,742 )
Purchase of equipment
    -       (4,568 )     (17,616 )
                         
Net cash provided/(used) by investment activities
    145,644       (8,987 )     (44,693 )
                         
Financing activities
                       
Proceeds from loans from related parties
    -       25,000       121,864  
Repayments of loans from related parties
    (5,000 )     (9,880 )     (43,064 )
Proceeds from issuance of debt
    -       102,800       149,841  
Repayments of debt
    (4,232 )     (936 )     (5,168 )
Proceeds from the sale of stock
    617,435       1,060,550       4,742,554  
                         
Net cash provided by financing activities
    608,203       1,177,534       4,966,027  
                         
Net increase in cash
    4,521       29,693       14,157  
                         
Cash, beginning of period
    9,636       (20,057 )     -  
                         
Cash, end of period
  $ 14,157     $ 9,636     $ 14,157  
                         
Supplemental Information:
                       
Interest paid
  $ 6,781     $ 6,923     $ 10,134  
Income taxes paid
  $ -     $ -     $ -  
                         
Non-cash activities:
                       
    Stock issued for service as prepaid expenses
  $ 24,946     $ 14,054     $ 24,946  
    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
  $ 136,900     $ 150,000     $ 333,134  
Stock issued as reduction of contingent liability
  $ -     $ 50,000     $ 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
 
 
33

 
 
General Metals Corporation
and Subsidiaries
(An Exploration Stage Company)
Notes to Audited Consolidated Financial Statements
(For the periods ended April 30, 2011 and 2010)
 
 
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Nature of Business
 
Since March 2006, the Company’s principal business is the acquisition, exploration, and development of mineral properties, specifically the development of the Independence gold and silver mine located in north central Nevada.  The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.
 
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.
 
 Basis of Presentation and Consolidation
 
The accompanying consolidated financial statements have been prepared in accordance with US GAAP. The Company operates on an April 30 fiscal year end.
 
The accompanying 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.
 
Going Concern
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. At April 30, 2011 the Company had an accumulated loss of $10,481,533, a cash balance of $14,157, no revenue, $607,424 in current liabilities and negative cash flows from operations. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
 
Management continues to seek funding from its shareholders and other qualified investors to pursue its exploration and development programs. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that the Company will be able to maintain operations at a level sufficient for an investor to obtain a return on investment. Further, the Company may continue to be unprofitable. The Company needs to raise additional funds in the immediate future in order to proceed with its exploration program.
 
 
34

 
 
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
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.
 
Cash and Cash Equivalents
 
Cash and cash equivalents consist of cash and short term deposits with original maturities of three months or less when purchased. As of April 30, 2011 the Company had no cash equivalents.
 
Property and Equipment
 
Property and equipment is stated at cost and depreciated on a straight-line basis over the estimated economic useful lives of the assets, which range from three to seven years.
 
Following is a summary of property and equipment at April 30, 2011 and April 30, 2010:
 
  Fiscal Year Ended  
 
April 30,
 
April 30,
 
 
2011
 
2010
 
Furniture and Equipment
$ 8,848   $ 8,848  
Vehicles
  23,768     23,768  
Less: Accumulated Depreciation
  (21,670 )   (16,320 )
Property and Equipment, Net
$ 10,946   $ 16,296  
 
Loss per Share
 
The Company computes net loss per share in accordance US GAAP. This requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock method using the if-converted method. All periods presented reflect net losses, therefore, all instruments convertible to common shares are considered anti-dilutive.
 
Financial Instruments
 
The Company’s financial instruments consist of cash; cash in trust, short term investments, accounts payable, accrued liabilities and amounts due to related parties. The Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of cash, cash in trust, accounts payable and accrued liabilities and amounts due to related parties approximates their carrying values due to the immediate or short term maturity of these financial instruments.
 
Investments
 
The Company’s investments are primarily in equity securities, which are classified as available-for-sale and are reported at fair value (based primarily on quoted prices and market observable inputs) using the specific identification method. Unrealized gains and losses, net of taxes, are reported as a component of stockholders’ equity. Realized gains and losses on investments are included in other income/(expense), net.  Impairment losses are recognized in earnings and reduce an investment’s carrying amount to its fair market value when a decline in the fair market value of an individual security is below its carrying value and is determined to be other than temporary.
 
 
35

 
 
The Company determines impairment is other than temporary when there is intent to sell the security, it is more likely than not that the security will be required to be sold before recovery in value or it is not expected to recover its entire cost basis. See Note 9 of Notes to the Consolidated Financial Statements for additional information.
 
Mineral Property Costs
 
Mineral property acquisition costs are capitalized. Exploration and development costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
 
Long-Lived Assets
 
The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
 
Reclamation Liabilities and Asset Retirement Obligations
 
Minimum standards for site reclamation and closure have been established by various government agencies that affect certain of our operations. The Company calculates estimates of reclamation liabilities based on current laws and regulations and the expected undiscounted future cash flows to be incurred in reclaiming, restoring, and closing of operating mine sites. US GAAP requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. It further requires us to record a liability for the present value of our estimated environmental remediation costs and the related asset created with it when a recoverable asset (long-lived asset) can be realized.
 
Income Taxes
 
The Company recognizes deferred tax liabilities and assets using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements carrying values and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.  In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment and interpretation of statutes is required. Judgments and interpretation of statutes are inherent in this process. Future income tax assets are recorded in the financial statements if realization is considered more likely than not.
 
For previously taken tax positions considered to be uncertain, the Company prescribes a recognition threshold and measurement attribute.  In the event certain tax positions do not meet the appropriate recognition threshold, de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions is required.
 
The Company files income tax returns in the U.S. federal jurisdiction and various states. With limited exception, the Company is no longer subject to U.S. federal, state and local tax audits by taxing authorities for years before 2005.
 
Stock Issued For Services
 
The Company bases the value of stock issued for services on the market value of our common stock at the date of issue or our estimate of the fair value of the services received, whichever is more reliably measurable.
 
Stock Based Compensation
 
The Company records the cost of employee and non-employee services received in exchange for an award of equity linked instruments based on the estimated grant-date fair value of the award. That cost is recognized over the period during which an employee or non-employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity linked instruments for which the requisite service period is not rendered. The grant-date fair value of equity linked awards is estimated using a Black-Scholes pricing model.
 
 
36

 
 
Reclassifications
 
The Company has revised the presentation of certain prior period amounts reported within the Consolidated Balance Sheet for payables to related parties. The revision had no impact on the total current liabilities, financial position, results of operations, or cash flows in the periods presented.
 
Recently Issued Accounting Pronouncements
 
Recent accounting pronouncements that the Company has adopted or will be required to adopt in the future are summarized below.
 
In June 2011, the FASB issued new guidance on the presentation of comprehensive income. This new guidance requires the components of net income and other comprehensive income to be either presented in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. This new guidance eliminates the current option to report other comprehensive income and its components in the statement of shareholders’ equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for the Company beginning for the period ended January 31, 2012. As this guidance only amends the presentation of the components of comprehensive income, the adoption will not have an impact on the Company’s consolidated financial position or results of operations.
 
In April 2011, the FASB issued new guidance to achieve common fair value measurement and disclosure requirements between U.S. GAAP and International Financial Reporting Standards. This new guidance, which is effective for the Company beginning February 1, 2012, amends current U.S. GAAP fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. The Company does not expect the adoption will have a material impact on its consolidated financial position or results of operations.
 
NOTE 3. RELATED PARTY TRANSACTIONS
 
Our former CEO and President, Mr. Carrington, provided ongoing contract geologic services to the Company at the rate of $550 per day plus expenses.  During the period ended April 30, 2011, the Company accrued $10,500 for services included in Exploration and Development. In addition, the Company has expensed $5,000 for fees payable as Board of Directors fees recorded in Management and Consulting during the period ended April 30, 2011. During the period ended April 30, 2011, we issued 190,000 shares as full payment for these fees.  As of April 30, 2011 and April 30, 2010, $71,771 and $73,661 are recorded as due to related parties for Mr. Carrington.  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 on the Independence project.
 
Forbush and Associates, of which Dan Forbush, CEO, President, and CFO, is the Principal, provides accounting support and bookkeeping services to the Company on a billed by hour incurred basis. Forbush and Associates is owed $6,583 and $16,249 relating to hours incurred and reimbursable expenses paid by Forbush and Associates on behalf of the Company at April 30, 2011 and April 30, 2010, respectively. In fiscal year 2011, Forbush and Associates charged $21,245 for services provided in preparation of the form 10-K for the period ended April 30, 2010 and the 10-Qs for the periods ended July 31, 2010, October 31, 2010, and January 31, 2011 and $14,606 for reimbursable expenses included in General and administrative expenses. 
 
 
37

 
 
In fiscal year 2010, Forbush and Associates received $23,671 for reimbursement of health insurance costs for the Company’s officers which were 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. On January 27, 2011, Mr. Forbush received 1,050,000 shares in payment for accrued wages totaling, net of payroll taxes, $40,000.  Mr. Forbush is owed $65,000 and $85,000 in unpaid gross wages as of April 30, 2011 and April 30, 2010 respectively.
 
During the period ended April 30, 2011, we relieved the unpaid wages totaling $37,500 due to Mr. Steve Parent, our former President, and Mrs. Judy Parent for their services from November 16, 2009 to the date of his resignation at January 28, 2010 for the sum of 484,000 shares.  
 
Our 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). Mr. Wang received payment in full for all wages due under the employment agreement as of the date of his release as President of the Company totaling $23,950 and certain reimbursable expenses in the amount of $11,959 related to travel expenses remain unpaid at April 30, 2011.  Additionally, Mr. Wang received compensation for his services as a member of the Board of Directors prior to his appointment as President of the Company.  During January 2011, Mr. Wang received 110,000 shares for payment of $5,500 of Board of Directors fees outstanding at that date and incurred through September 2010. As of April 30, 2011, and April 30, 2010, respectively, we have outstanding payables of $11,959 and $1,500 respectively for these fees in the due to related parties account classification.
 
As of April 30, 2011 and April 30, 2010, $0 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 thereto. There are no fees payable to our new Board of Director members as all fees were suspended in September 2010.
 
On December 17, 2010, Dan Dyer was appointed as a member of the Board of Directors and is also a principal in Dyer Engineering Consultants.  Dyer Engineering Consultants provides mine permitting, engineering and leach pad design services at the Independence project. As of April 30, 2011, Dyer Engineering Consultants is owed $34,663 for services rendered. A total of $92,831 due to Dyer Engineering Consultants as of April 30, 2010 was reclassed from accounts payable to the due to related parties account classification.
 
The interim President, CFO, former and current members of the Board of Directors, and members of the Advisory Board have provided short-term financing to the company in the form of demand notes with no fixed or determinable repayment dates. The amounts are recorded as current liabilities with the balance as of April 30, 2011 and April 30, 2010 of $28,800 and $48,800 respectively.
 
NOTE 4. STOCKHOLDERS' EQUITY
 
Preferred Stock
 
The Company is authorized to issue 50,000,000 preferred shares with a par value of $0.001 per share. As of April 30, 2011 and 2010, no preferred stock has been issued and is outstanding.
 
Common Stock
 
The Company is authorized to issue 550,000,000 common shares with a par value of $0.001 per share at April 30, 2011.
 
 
38

 
 
The following detail of the Company’s common stock transactions includes only the two years ended April 30, 2011 and 2010. For previous transactions please refer to the appropriate period Form 10-K on file with the Securities and Exchange Commission. All statements and footnotes have been adjusted to reflect post-split values.
 
During May 2009, we issued 7,441,500 common shares at prices ranging from $0.015 to $0.05 per share in private placements for a total of $124,650 in cash; 11,990,000 common shares were issued for services and payment of accrued wages for a total recorded value of $303,200.
 
During June 2009 we issued 11,395,082 common shares at prices ranging from $0.015 to $0.05 per share in private placements for a total of $189,875 in cash and 153,083 common stock for services at a total value $9,840.
 
During July 2009 we issued 17,154,280 common shares in private placements at prices ranging from $0.015 to $0.05 per share or $501,308 in cash; 935,000 shares of common stock of the company were issued for services at a total value $42,200.
 
During August 2009, we issued 2,310,000 shares of common stock for services at a total value of $88,350.
 
During September 2009, we issued 3,505,370 common shares at prices ranging from $0.035 to $0.045 or $140,230 in cash.
 
During October 2009, we issued no shares of the company.
 
During November 2009, we issued 484,000 common shares in private placements at $0.05 per share for $22,000 in cash; we issued 1,100,000 common shares valued at $50,000 in accordance with the Pompano settlement liability previously disclosed at April 30, 2009.
 
During December 2009, we issued no shares of the company.
 
During January 2010, we canceled 1,096,370 common shares of the company in private placements due to non-payment on the subscription agreement in the amount of $43,525.
 
During February 2010, we issued no shares of the company.
 
During March 2010, we issued 880,000 shares of the company for services for a total value of $36,900.
 
During April 2010, we issued no shares of the company.
 
During the year ended April 30, 2010, we received $126,012 in payment of subscriptions receivable outstanding at April 30, 2009.
 
During May 2010, we issued 1,650,000 shares for land lease payments and 550,000 shares for services for a total value of $73,000.
 
During June, July, August, and September of 2010, we issued no shares of the company.
 
During October 2010, we issued 556,547 common shares in private placements to members of the board of directors at $0.038 per share for $21,250 in cash: we issued 3,300,000 common shares to satisfy $100,000 in short-term note payable and 412,500 common shares to satisfy $15,000 in loans from related parties.
 
During November 2010, we issued 35,356 common shares in private placements to members of the board of directors at $0.038 per share for $1,350 in cash.
 
During December 2010, we issued 11,495,000 common shares in private placements at $$0.036 per share for $418,000 in cash; we issued 385,000 common shares at $0.036 per share for services for a total value of $15,750; we issued 484,000 shares to reduce accrued wages to former employees at $$0.045 per share for a total value of $24,640; we issued 1,050,000 to reduce accrued wages to current employees at $0.0555 per share for a total value of $58,275.
 
 
39

 
 
During January 2011, we issued 1,375,000 common shares in private placements at $0.04 per share for $55,000 in cash; we issued 315,790 common shares in private placements at $0.0475 per share for $15,000 in cash; we issued 1,160,000 common shares for services for a total value of $60,630.
 
During February 2011, we issued 1,300,000 shares of the company for services at $0.043 per share for a total value of $55,900; we issued 1,520,000 common shares in private placements at $0.04 per share for $66,400 in cash.
 
During March 2011, we issued 350,000 shares of the company for services at $0.04 per share for a total value of $14,000.
 
During April 2011, we issued 510,890 common shares in private placements at $0.04 per share for $20,435 in cash.
 
During the year ended April 30, 2011, we received $20,000 in payment of subscriptions receivable outstanding at April 30, 2010 and reduced subscription receivable for an uncollectible subscription of $5,000.
 
Warrants (Non-employee)
 
As part of certain equity private placement transactions, the Company issues warrants. The following table illustrates the warrant activity for the periods ending April 30, 2011 and 2010.
 
   
Shares
   
Weighted Average
Exercise Price
 
Outstanding at April 30, 2009
   
2,524,799
   
$
0.20
 
Granted
   
1,100,000
     
0.07
 
Exercised
   
––
     
––
 
Forfeited/Expired
   
(284,299
)
   
0.21
 
                 
Outstanding at April 30, 2010
   
3,340,500
     
0.17
 
                 
Granted
   
17,815,035
     
0.07
 
Exercised
   
––
     
––
 
Forfeited/Expired
   
(3,340,500
)
   
0.17
 
                 
Outstanding at April 30, 2011
   
17,815,035
     
0.07
 
 
     
Warrants Outstanding
 
Range price ($)
   
Number
of Warrants
 
Weighted Average
Remaining Life
 
Weighted Average
Exercise Price
 
$
0.07
     
3,000,000
 
1.04 years
 
$
0.07
 
$
0.075
     
14,815,035
 
0.67 years
 
$
0.075
 
 
 
40

 
 
NOTE 5. PROVISION FOR INCOME TAXES
 
Provision for Income Taxes
 
The Company performs reviews of its material tax positions in accordance with applicable recognition and measurement standards.  Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
 
At April 30, the income tax expense (benefit) consisted of the following:
 
   
2011
   
2010
 
Current
 
$
––
   
$
––
 
Deferred
   
––
     
––
 
Total tax (benefit)
 
$
––
   
$
––
 
 
At April 30, gross deferred tax assets and liabilities consisted of the following:
 
   
2011
   
2010
 
Deferred Tax Inventory
           
NOL
 
$
3,080,000
   
$
2,296,000
 
Stock compensation expense
   
 ––
     
––
 
Installment sale gain
   
––
     
(74,000)
 
Impairment loss
   
––
 
  
 
6,000
 
Investments
   
––
 
  
 
429,000
 
Property, plant & equipment
   
(2,000
)
   
(3,000
)
Gross deferred tax assets
   
3,078,000
     
2,654,000
 
Less: Valuation allowance
   
(3,078,000
)
   
(2,654,000
)
Net deferred tax assets
 
$
––
   
$
––
 
 
At April 30, the income tax expense (benefit) differs from the amount obtained by applying the U.S. federal statutory rate to income before income taxes as follows:
 
   
2011
   
2010
 
Tax rate reconciliation
           
Federal statutory rate
   
35
%
   
35
%
Tax at federal statutory rate
   
35.00
%
   
35.00
%
Permanent differences
   
(0.08
)
   
(0.08
)
Net operating loss carry forward
   
(95.20
)
   
(21.41
)
Installment sale
   
9.00
     
––
 
Unrealized gain (loss)
   
52.08
     
(13.47)
 
Other temporary differences, net
   
(0.80
)
   
(0.04
)
Total
   
0.00
%
   
0.00
%
 
As of April 30, 2011, the Company had a federal net operating loss carry forward of approximately $7.4 million. The federal net operating loss carry forward expires beginning in fiscal 2026. Utilization of net operating losses may be subject to limitations due to ownership changes and other limitations provided by the Internal Revenue Code and similar state provisions. If such a limitation applies, the net operating loss and tax credit carry forward may expire before full utilization. 
 
The Company reviews its tax positions to determine whether it is more likely than not that they will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than- not threshold is met, the Company measures the tax position to determine the amount to recognize in the financial statements.  

As of April 30, 2011 and 2010 there were no positions that did not meet the more-likely-than-not threshold.
 
NOTE 6. MINERAL PROPERTY
 
Independence Mine
 
At April 30, 2011, the Company’s Mineral property valued at $613,941 consists of the acquisition cost of the Independence Mining Claims located in Lander County, Nevada. The Company continues to explore and develop the mining claims. For the years ended April 30, 2011 and 2010, the Company incurred costs of $299,698 and $909,728, respectively, for the on-going exploration and development. Since obtaining the rights, the Company has expensed $2,861,936 associated with these activities. If the Company successfully establishes proven and probable reserves, additional development costs will be capitalized and depleted using the units of production method. 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. In addition, any future production is subject to a 1% net smelter royalty obligation payable to Gold Range, LLC.  As of April 30, 2011, there were no proven or probable reserves associated with the Independence Mining Claim.
 
 
41

 
 
NOTE 7. NOTES PAYABLE
 
On April 28, 2009, the Company purchased 480 acres of private land which will be used for mineral processing, equipment storage and maintenance. The full purchase price was $67,742 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 amortized over 10 years with no pre-payment penalty. The note is secured by the land.
 
The Company has $28,800 due in short-term notes payable to related parties as disclosed in footnote 3 above.
 
Future principal repayments at April 30, 2011 are as follows:
 
   
Related
Party Notes
Payable
   
Short-term
Note Payable
& Secured
Note
Payable
 
2012
 
$
28,800
   
$
7,161
 
2013
   
-
     
3,898
 
2014
   
-
     
4,302
 
2015
   
-
     
4,749
 
2016
   
––
     
5,242
 
Thereafter
   
––
     
19,321
 
Total
 
$
28,800
   
$
44,673
 
 
NOTE 8. COMMITMENTS & CONTINGENCIES
 
The Company leases office space under a non-cancelable operating lease. Rent expense was approximately $32,291 in fiscal 2011, and $25,211 in fiscal 2010. Future annual minimum lease commitments at April 30, 2011 are as follows:
 
   
Minimum
lease
payments
 
2012
 
$
33,552
 
2013
   
35,724
 
2014
   
37,884
 
2015
   
––
 
2016
   
––
 
Thereafter
   
––
 
Total
 
$
107,160
 
 
 
42

 
 
NOTE 9. INVESTMENTS
 
The Company’s investments in equity securities were classified as available-for-sale.  The investments were initially recorded at cost and reduced for impairment losses.  
 
The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis:
 
 
April 30, 2011
 
April 30, 2010
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Sunergy common stock ( available for sale)
$
––
 
$
––
 
$
––
 
$
––
 
$
177,796
 
$
––
 
$
––
 
$
177,796
 
Total assets measured at fair value on recurring basis
$
––
 
$
––
 
$
––
 
$
––
 
$
177,796
 
$
––
 
$
––
 
$
177,796
 
 
During the year ended April 30, 2010 Management sold 168,517 freely trading shares for total proceeds of $9,270. Additionally, Management identified a plan intended to liquidate its investment in Sunergy in order to further finance development of the Independence mineral property and pay down outstanding payables.  Management evaluated the 4,336,483 shares of Sunergy Inc. held at April 30, 2010 for impairment using the two step process outlined in US GAAP. The following factors were used during the evaluation process:
 
All Sunergy shares are of the same class, though 336,483 are unrestricted and freely trading and 4 million are restricted shares.
 
The fair value of the shares at April 30, 2010 ($177,796) was less than its historical carrying cost ($1,402,097)
 
The concern of the ability of the investee to continue as a going concern. As of the most recent public information released by Sunergy for the period September 30, 2009, the investee had less than $1,000 in cash, and negative cash flow from operations.
 
The Board initiated a plan in the period ended April 30, 2010, to sell the remaining shares and did not expect the fair value of the shares to recover before the expected time of sale.
 
After evaluation of all factors, Management determined that the decrease in value of the remaining Sunergy shares was an other-than-temporary impairment and required an impairment loss in the period in which the decision to sell occurred.  As such, the Company recorded an impairment loss of $1,224,302 in earnings during the period ended April 30, 2010.
 
Management liquidated all remaining Sunergy, Inc. shares held during the period ended April 30, 2011 and recognized a loss in earnings of $34,715.
 
NOTE 10. SUBSEQUENT EVENTS
 
Management evaluated events through the date the financial statements were issued and has not identified any event requiring disclosure. 
 
 
43

 
 
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None
 
Item 9A (T).
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 and chief executive officer (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) to allow for timely decisions regarding required disclosure.
 
As of April 30, 2011, the year-end covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (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), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (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 annual report.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.
 
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
 
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
 
Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of April 30, 2011, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.
 
Management assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:
 
Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
 
Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.
 
 
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Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel.
 
Management, including our president and chief executive officer (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), have discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
 
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
 
Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal controls over financial reporting that occurred during our  year ended April 30, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 
Item 9B.
Other Information
 
None
 
PART III
 
Item 10.
Directors, Executive Officers and Corporate Governance
 
All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.  Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office.  Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
 
Name
Position Held
with the Company
Age
Date First
Elected or Appointed
Daniel J. Forbush (1)
Chief Executive Officer, President,
Chief Financial Officer and Director
58
March 23, 2007
David J. Salari (2)
Director
54
January 30, 2006
Paul Wang (3)
Former President and Director
66
March 11, 2010
Dr. Michael Powell (4)
Independent Director
57
May 24, 2010
Robert G. Carrington (5)
Former President and Director
66
January 28, 2010
Larry Max Bigler (6)
Independent Director
62
December 18, 2007
Mark E. Smith, P.E., G.E., S.E. (7)
Independent Director
54
December 30, 2010
Keith M. Belingheri (8)
Independent Director
57
December 17, 2010
Dan L. Dyer P.E., C.E.M (9)
Independent Director
63
December 17, 2010
P. K. “Rana” Medhi
Independent Director
73
December 30, 2010
Walter A. Marting, Jr.
Independent Director
64
July 1, 2011
(1)  
Mr. Forbush was appointed Chief Executive Officer on December 17, 2010 and President December 30, 2010.
(2)  
Mr. Salari resigned as a Director December 17, 2010.
(3)  
Mr. Wang was appointed President of the Company on September 3, 2010 and removed as President on December 17, 2010
(4)  
Dr. Powell resigned as an Independent Director December 17, 2010.
(5)  
Mr. Carrington resigned as President September 3, 2010 and as a Director December 17, 2010.
(6)  
Mr. Bigler resigned as an Independent Director May 2010 and was reappointed an Independent Director December 17, 2010.
(7)  
Mr. Smith resigned as an Independent Director July 1, 2011.
(8)  
Mr. Belingheri resigned as an Independent Director July 1, 2011.
(9)  
Mr. Dyer resigned as an Independent Director July 1, 2011.
 
 
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Business Experience
 
The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.
 
Daniel J. Forbush, CPA, MBA – President, Chief Executive Officer, Chief Financial Officer and Director
 
Daniel J. Forbush, a Certified Public Accountant brings over 25 year of mining industry experience. Mr. Forbush’s diverse background in financial management includes positions at such Fortune 500 firms as Glamis Gold, Ltd., AMOCO, TENNECO and Arthur Andersen & Company. Beginning in 1999, Mr. Forbush focused on start-up opportunities including the building of a public accounting firm (Forbush and Associates) since November 2000 and business consulting firm (Core Business Builders Inc.) since January of 2004, and has functioned as Chief Financial Officer and Treasurer for a $25 million residential development and building contractor and a number of other smaller enterprises. He was initially recruited as Controller for Glamis Gold, Inc., the U.S. operating entity of Glamis Gold, Ltd. serving therein from 1988 to 1997 and Chief Financial Officer and Treasurer from 1997 to 1999, for Glamis Gold, Ltd., directing all aspects of financial, administrative and operations management for this $200MM NYSE-listed, multi-national corporation. Prior experience includes Corporate Director of Managerial Accounting, Echo Bay Mines, Ltd., 1986-1987. Nevada Operations Controller for Tenneco Minerals prior to its acquisition by Echo Bay Mines; General Accounting Supervisor for AMOCO; Assistant Controller for Cyprus Industrial Minerals Company; and, Senior Auditor for Arthur Andersen & Company.
 
P.K. “Rana” Medhi – Independent Director
 
P.K. “Rana” Medhi of Casa Grande, Arizona has over 40 years of experience in the mining industry; including 28 years with Cyprus Amax Minerals. Mr. Medhi holds a Master of Science degree from the University of Arizona and is a Registered Mining and Engineering Geologist working as an Independent Consultant.  In addition, Mr. Medhi is a Certified Professional Geologist with the American Institute of Professional Geologists, a Member of Society for Mining, Metallurgy and Exploration (SME) and a certified adjunct professor of mineral technology and geology with the community colleges of Arizona.  Mr. Medhi has also authored and published several technical papers and an occasional speaker to mining and public forums.  Mr. Mehdi is currently the Chairman of the Board of Sunergy, Inc., a junior mining company with activities in West Africa.  He was the Chairman of the Board of Governors of the Arizona Department of Mines and Mineral Resources.
 
Walter A. Marting, Jr. – Independent Director
 
Mr. Marting has spent a large part of his career both as a senior executive for a Fortune 500 mining company and starting and running his own junior gold mining company. After graduating from Harvard Business School in 1975 and following three years in the US Navy with SEAL Team Two, Mr. Marting joined Amax Inc. as an underground mine Production Supervisor at Amax’s Climax Molybdenum property in Leadville, Colorado. Mr. Marting spent two years working underground and in Climax’s open pit operation before moving to the Company’s headquarters in Greenwich, CT. In 1982 Mr. Marting was named Vice President – Finance for Amax Europe in Paris, France. Mr. Marting helped build Amax’s global mining presence from its Paris headquarters and had financial oversight of the company’s European and African exploration and development and ore processing activities. He left Amax in 1984 to start his own mining company that undertook the re-opening and operation of the famed 16-1 Mine in Allegheny, CA.
 
 
46

 
 
Larry M. Bigler, CPA – Independent Director
 
Larry Bigler has over 30 years of mining experience. Mr. Bigler is a practicing Certified Public Accountant with many mining clients. Mr. Bigler formerly was CFO, Vice President, and Director for Oro Nevada Resources and was instrumental in raising C$ 40 million from an initial public offering. From 1987 until 1992 he was Treasurer and Controller for Getchell Gold where he completed an initial public offering and a gold loan. He has degrees in economics and accounting and has published many articles on mining financial issues.
 
 Paul Wang, MBA – Former President, Current Director
 
 Paul Wang is a Private Investor who was recently Senior Vice President and Limited Partner of a Private Equity Advisory firm APL Ltd., NV. He also was in Iraq as an advisor for the Multi-National Corps-Iraq as a subject matter expert on banking and financial institutions, and coordinated and evaluated Central Bank of Iraq and US Department of State programs with the Iraqi public and private sectors. He has over 15 years experience as a senior management consultant advising companies and private and institutional investors on acquisitions and complex transactions in the United States, Canada, the United Kingdom, Switzerland, and the Middle East. As VP Finance and Treasurer of United Mining Corp. NV, he acquired gold and silver mining properties in the USA and assisted in taking that company public.
 
 Mr. Wang was a Senior Planner at W.R. Grace & Company, NYC evaluating natural resource acquisitions, expansions and divestitures; Project Finance Advisor with Chase Manhattan Bank, NYC (JP Morgan Chase & Co.) arranging project financing for natural resource projects; Investment Advisor with Bankers Trust Company, NYC (Deutsche Bank), directing ExIm Bank export financing and Bank strategy for Europe.
 
Keith M. Belingheri – Independent Director
 
Keith M. Belingheri has held numerous engineering and mining operations management and executive positions during his more than 30 years of mining industry experience.  Mr. Belingheri currently serves as Vice President Operations and as a member of the Board Directors of Inter-Rock Minerals Inc, a Canadian public company.  He started with Inter-Rock in June 2001.  During his career, Mr. Belingheri has developed mining operations from initial exploration through production, managed operations, engineering, and project to successful and profitable conclusions using both open pit and underground mining methods.  He has experience in crushing, screening, grinding, leaching, flotation, and SX-EW circuits for ore processing and reduced direct operating costs while maintaining outstanding operating safety performance including a seven year safety record with zero lost time accidents and achievement of environmental and mine reclamation standards that resulted in industry recognition by the receipt of several important awards.  Mr. Belingheri’s career includes the following mining and mining services companies: Kappes, Cassiday & Associates, Glamis Gold Ltd., Rayrock Mines, Inc., Pinson Mining Company (a partnership of Rayrock, Homestake Mining, and Barrick Mines).
 
Dan L. Dyer P.E., C.E.M – Independent Director
 
Dan L. Dyer P.E., C.E.M is a Civil, Geotechnical, and Environmental Engineer and the President of Dyer Engineering Consultants, Inc., a multi-disciplinary Nevada corporation specializing in the innovative application of earth sciences and engineering to a wide range of clients both private and public since 1998.  Mr. Dyer has extensive experience in a wide range of mining services from his more than 35 years of engineering industry experience.  He has excellent relationships with both federal and state regulatory agencies and personnel that monitor, evaluate, review and approve mining permits in the state of Nevada as well as other jurisdictions.  Mr. Dyer and his firm are experts in heap leach pad design, groundwater studies - modeling and analysis, Water Pollution Control Permit applications, Plan of Operations, Solid Waste and Sanitation Permit applications, Air Quality Permit applications, tailings dam design, reclamation bond calculations, storm water management, hazardous materials management, and Rapid Infiltration Basin design
 
 
47

 
 
Mark E. Smith P.E., G.E., S.E. – Independent Director
 
Mark E. Smith P.E., G.E., S.E., of Incline Village, Nevada, has been employed or consulted in the Mining Industry for more than 30 years. Mr. Smith is currently President of RRD International Corp. an international mining industry engineering firm. Mr. Smith has been working in heap leaching, tailings management, geotechnical engineering and project/study management. He is a registered civil, geotechnical and structural engineer; he has published dozens of papers in the field and has taught engineering short courses through universities in 8 countries.  Mr. Smith was the founding principal and manager of Vector Engineering, Inc. from 1986 to 2009, building it from inception to a team of 500 people working in offices in the USA, Australia, Argentina, Chile, Peru, the Philippines and Colombia. Vector is a multi-disciplinary engineering and environmental consulting firm working for both local and multi-national clients.  Mr. Smith received his M.S. Civil (Geotechnical) Engineering, from the University of Nevada, Reno.  He has worked with BHP Billiton, Rio Tinto, Vale, Xstrata, Anglo, Barrick, Minmetal, Goldcorp and many other tier 1 and mid-tier companies.  He has also worked extensively with the major EPCM firms: Fluor, Bechtel, Aker, Hatch and SNC Lavalin.
 
Robert G. Carrington – Former Principal Executive Officer, President and Director
 
During his career, Mr. Carrington has worked throughout North, Central and South America, Australia, the Caribbean Basin and Fiji. He began his career as an underground mine geologist at the Independence Mine in the Battle Mountain District of Nevada and was later Chief Geologist at the New Savage Mine in Virginia City, Nevada, a combined underground and open pit mining and milling operation. More recently, he was actively involved in the definition, design, permitting and operation of the Lucerne (1993) and the Billie the Kid (2003) open pit – heap leach gold - silver mines near Virginia City, Nevada and was a consultant to Santa Fe Minerals Co. during the discovery and delineation of the Rabbit Creek Mine, now the Twin Creeks Mine operated by Newmont Gold.
 
Mr. Carrington has held executive positions in many public and private companies during his career.  Most recently he was CEO and Director of Gold Canyon Resources Inc. He currently is President and Director of Colombian Mines Corporation a TSX.V listed junior company active in Colombia, and until becoming President and a Director of General Metals, served our Advisory Board. Mr. Carrington is a principal of Gold Range Company LLC, a Nevada domiciled limited liability company and which is the vendor of, and owns royalties on the Company's Independence Property in Nevada.
 
Mr. Carrington is a principal of Gold Range Company, which own royalties on the Company’s Independence Property in Nevada.
 
David J. Salari, P.Eng. – Director
 
Since 2004, Mr. Salari is the President of D.E.N.M. Engineering, a company engaged in the engineering, design and installation of mineral processing equipment and systems and a director of our company.  Mr. Salari has served as a director of General Gold Corporation since November 17, 2004. Mr. Salari served as Chief Operating Officer of the company from 2006 through March 17, 2009. Mr. Salari is a Professional Engineer who over the past 20 years, has been involved in the design, supply, and commissioning of mining and mineral processing systems throughout the world for gold and silver, base metals, and industrial minerals. 
 
 
48

 
 
From 1986 to 2004 Mr. Salari was the Vice President of MPE International Inc. where he managed the engineering and design of metallurgical processing equipment for precious, base, and industrial minerals. From 1980 to 1986 Mr. Salari worked with Placer Development Ltd. in various metallurgist and engineering capacities.
 
More recently, he spearheaded as Process Manager the construction and start-up of a 4000 TPD heap leach operation at the Plum Mine in the Comstock Lode region of Nevada. His duties included heap pad construction, recovery plant, and dealing with The Nevada Division of Environmental Protection in permit related issues. Mr. Salari is a graduate of the University of Toronto (1980) with a BASC degree in Metallurgical Engineering.
 
Dr. Michael Powell – Independent Director
 
Dr. Powell is a venture capitalist and General Partner at Sofinnova Ventures, a venture capital firm with approximately $1 billion under management, and offices in San Francisco, Menlo Park, San Diego and Tokyo. Mike Powell, Ph.D., has more than 25 years of pharmaceutical development experience, and he has focused interest in clinical-stage product companies. He joined Sofinnova Ventures as a General Partner in 1997. Prior to becoming a venture capitalist, Mike worked on 20 clinical products and authored almost 100 papers and books, including a 1,100-page treatise on vaccine design.  Prior to Sofinnova, Dr. Powell held several industry positions, including Group Head of Drug Delivery at Genentech (1990-97), Director of Product Development at Cytel (1987-90), and Senior Scientist at Syntex Research (1984-87).
 
He received his Ph.D. in Physical Chemistry from the University of Toronto in 1981, and completed his post-doctorate work in Bioorganic Chemistry at the University of California, where he was subsequently a faculty member (1981-84).
 
Family Relationships
 
There are no family relationships among our directors or officers.
 
Involvement in Certain Legal Proceedings
 
Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years:
 
1.           any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
 
2.           any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
 
3.           being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
 
4.           being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
 
Section 16(a) Beneficial Ownership Compliance
 
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.  Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended April 30, 2011, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:
 
 
49

 
 
Name
Number of
Late Reports
Number of Transactions Not
Reported on a Timely Basis
Failure to File
Requested Forms
Robert Carrington
Nil
Nil
Nil
David Salari
Nil
Nil
Nil
Paul Wang
Nil
Nil
Nil
Dr. Mike Powell
Nil
Nil
Nil
Daniel Forbush
1
2
Nil
Larry Max Bigler
Nil
Nil
Nil
Walter A Marting, Jr.
Nil
Nil
Nil
Mark E. Smith
1
1
Nil
Dan l. Dyer
1
1
Nil
Keith M. Belingheri
1
Nil
Nil
P.K. “Rana” Medhi
1
Nil
Nil
 
Board and Committee Meetings
 
Our board of directors held 6 formal meetings during the year ended April 30, 2011.  All other proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors.  Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware Corporate Law and our By-laws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
 
For the year ended April 30, 2011, there are two standing committees of the board of directors, the Audit Committee and the Nominating and Corporate Governance Committee.
 
Nominating and Corporate Governance Committee, Director Nomination and Independence
 
Nominating and Corporate Governance Committee
 
Currently our Nominating and Corporate Governance Committee consists of P.K. “Rana” Medhi, Chairman and Larry Max Bigler.  We anticipate appointing a third member immediately after the annual meeting of shareholders. The Nominating and Corporate Governance Committee (the “Nominating Committee”) is established by the Board to assist in:
(1) identifying individuals qualified to become members of the Board and recommend individuals to the Board for nomination as members of the Board;
(2) identifying individuals qualified to become members of the various committees of the Board and to recommend such individuals for nomination as committee members to the Board;
(3) determining the composition of the Board and its committees;
(4) developing and recommending to the Board a set of corporate governance principles applicable to the Company; and
(5) overseeing an evaluation process of the Board and management.
 
 
50

 
 
During fiscal 2011, there were no meetings held by the nominating and corporate governance committee.  Since May 4, 2011 when the members of the committee were appointed, the committee met four times.
 
Director Selection Process and Review of Director Nominees
 
We have established a process for identifying and nominating director candidates which we expect will result in the election of a highly-qualified and dedicated Board of Directors.  The following is an outline of the process for the nomination of candidates for election to the Board of Directors: (a) the Chief Executive Office, the Nominating and Corporate Governance Committee or other members of the Board of Directors identify the need to add new Board members either to fill vacancies or to enhance the mix of qualifications, skills and experience represented on the Board of Directors (b)  the Committee coordinates the search for qualified candidates with input from management and other Board members,  (c) the Committee may engage a third party consultant to help identify and evaluate candidates for membership to the Board of Directors, if it deems such engagement is necessary and appropriate, (d) selected member of management and the Board of Directors interview prospective candidates; and (e) The Committee recommends a nominee, which it believes will serve the best interests of General Metals Stockholders.
 
The Board of Directors has determined that directors should possess the following minimum qualifications: (a) the highest personal and professional ethics, integrity, and values; (b) commitment to representing the long-term best interests of the stockholders and (c) sufficient time to effectively fulfill the duties of a Board member.  Candidates suggested by shareholders will be considered on the same basis as any other candidate.   Any stockholder proposing a nomination should submit such candidate’s name, along with curriculum vitae or other summary of qualifications experience and skills to the Secretary, General Metals Corporation, 1155 West Fourth Street Suite 210, Reno, NV 89503, USA
 
General Metals Corporation considers diversity, age and skills in deciding on nominees.  The Nominating and Corporate Governance Committee reviews these matters through discussion at meetings of the committee.  In evaluating a director candidate, the committee considers factors that are in the best interests of the Company and its stockholders.
 
 Director Independence
 
We currently act with five (5) directors, consisting of Paul Wang, Walter A. Marting, Jr., P.K. “Rana” Medhi, Larry Max Bigler and Daniel Forbush.  We have determined that Walter A. Marting, Jr., P.K. “Rana” Medhi, and Larry Max Bigler qualify as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
 
Audit Committee and Audit Committee Financial Expert
 
Audit Committee
 
Currently our audit committee consists of Larry Max Bigler, Chairman, P.K. “Rana” Medhi and Walter A. Marting, Jr.  The function of the audit committee is to meet with our independent auditors at least annually to review, upon completion of the annual audit, financial results for the year, as reported in our financial statements; recommend to the Board the independent auditors to be retained; review the engagement of the independent auditors, including the scope, extent and procedures of the audit and the compensation to be paid therefore; assist and interact with the independent auditors in order that they may carry out their duties in the most efficient and cost effective manner; and review and approve all professional services provided to us by the independent auditors and considers the possible effect of such services on the independence of the auditors.
 
 
51

 
 
During fiscal 2011, there were no meetings held by the audit committee.  The business of the audit committee was conducted by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.
 
Audit Committee Financial Expert
 
Our board of directors has determined that Larry Max Bigler of its audit committee qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
 
Code of Ethics
 
Effective August 10, 2006, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (being our principal executive officers and principal accounting officers), as well as our independent directors and other persons performing similar functions.  As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
 
1.
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
2.
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;
 
3.
compliance with applicable governmental laws, rules and regulations;
 
4.
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
 
5.
accountability for adherence to the Code of Business Conduct and Ethics.
 
Our Code of Business Conduct and Ethics requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
 
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws.  Any senior officer, who becomes aware of any incidents, involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company.  Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter.  It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.
 
Procedure for Submitting Shareholder Proposals
 
We encourage shareholders to submit proposals, questions or concerns to us by writing to our President or any member of our Board of Directors. All written communications with Board members are treated as confidential. Instructions and contact our President and/or our Board of Directors at our executive offices. Once a proposal, question or concern is received by our President or a Board member, the communication is reviewed and addressed accordingly.
 
Procedure for Submitting Shareholder Proposals Related to Nominee as Director
 
See “Procedures for Submitting Shareholder Proposals” above.
 
 
52

 
 
Our Code of Business Conduct and Ethics as filed with the Securities and Exchange Commission is incorporated by reference as Exhibit 14.1 to this annual report.  We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.  Requests can be sent to: General Metals Corporation, 1155 West Fourth Street, Suite 210, Reno, NV 89503.
 
Item 11.
Executive Compensation
 
The particulars of the compensation paid to the following persons:
 
·  
our principal executive officer;
 
·  
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2011 and 2010; and
 
·  
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2011 and 2010,
 
who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
 
SUMMARY COMPENSATION TABLE
Name
and Principal
Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All
Other
Compensation
($)(1)
Total
($)
Stephen Parent,
Former President,
CEO and Director
2011
2010
Nil
108,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
108,000
Robert G. Carrington,
Former President,
CEO and Director
2011
2010
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Daniel Forbush
President, CEO, CFO
and Director
2011
2010
120,000
120,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
120,000
120,000
Paul Wang
Former President,
CEO and Director
2011
2010
23,950
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
23,950
Nil
(1)  
The value of perquisites and other personal benefits, securities and property for the officers that do not exceed the lesser of $10,000 or 10% of the total of the annual salary and bonus and is not reported herein.
 
COMPENSATION PLANS
 
As of April 30, 2011, we did not have any compensation plans in place.  However, we may issue stock options to our directors, officers and employees in the future, upon adoption of a stock option plan.
 
 
53

 
 
Stock Options/SAR Grants
 
During the period from inception to April 30, 2011, we did not grant any stock options to our executive officers.
 
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values
 
There were no options exercised during our fiscal year ended April 30, 2011 or April 30, 2010 by any officer or director of our company.
 
Outstanding Equity Awards at Fiscal Year End
 
No equity awards were outstanding as of the year ended April 30, 2011.
 
Compensation of Directors
 
We reimburse our directors for expenses incurred in connection with attending board meetings.  Beginning June 1, 2007, the non-employee directors receive $1,000 per month for their service on the Board of Directors.  On September 2, 2010 the Board of Directors suspended all fees for their services until further notice.  Effective May 1, 2011, the compensation of Directors was reinstated at $1,000 per month for their services and $1,000 per month for fulfilling their committee assignments.   The Directors also receive Stock Incentive Grants from time to time as authorized by the Board.  Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.
 
The following table sets forth a summary of the compensation paid to our non-employee directors in the year ended April 30, 2011:
 
DIRECTOR COMPENSATION
Name
Fees
Earned or
Paid in
Cash
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All
Other
Compensation
($)
Total
($)
David Salari
5,000
Nil
Nil
Nil
Nil
Nil
5,000
Paul Wang
4,000
Nil
Nil
Nil
Nil
Nil
4,000
Dr. Mike Powell
4,000
Nil
Nil
Nil
Nil
Nil
4,000
Robert Carrington
5,000
Nil
Nil
Nil
Nil
Nil
5,000
 
 
54

 
 
Employment Contracts and Termination of Employment and Change in Control Arrangements
 
We have not entered into any employment agreement or consulting agreement with our directors and executive officers.
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  Our directors and executive officers may receive stock options and stock grants at the discretion of our board of directors in the future. We do not have any bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options or stock grants may be granted at the discretion of our board of directors.
 
 
We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.
 
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following table sets forth, as of August 10, 2011, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers.  Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.  Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percentage
of Class(1)
Walter A. Marting, Jr.
Reno, Nevada
Nil
Nil
Larry Max Bigler
Reno, Nevada
2,411,463
0.90%
Paul Wang
Prim, AK
237,380
0.09%
P. K. “Rana” Medhi
Casa Grande, AZ
550,000
0.20%
Daniel J. Forbush
Sparks, Nevada
9,685,000
3.59%
Directors and Executive Officers as a Group (5 persons)
12,883,843
4.78%
 
(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.  Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.  As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 10, 2011.  As of August 10, 2011, there were 269,703,983 shares of our company’s common stock issued and outstanding.
 
 
55

 
 
Changes in Control
 
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company.  There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.
 
Item 13.
Certain Relationships and Related Transactions, and Director Independence
 
Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
 
The promoters of our company are our directors and officers.
 
Director Independence
 
We currently act with five directors, consisting of Walter A. Marting, Jr., Paul Wang, Larry Max Bigler, P.K. “Rana” Medhi, and Daniel Forbush. We have determined that Walter A. Marting, Jr. and Larry Max Bigler, and P. K. “Rana” Medhi are “independent directors” as defined in NASDAQ Marketplace Rule 4200(a)(15).
 
Item 14.
Principal Accountants Fees and Services
 
The aggregate fees billed for the most recently completed fiscal year ended April 30, 2011 and for fiscal year ended April 30, 2010 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
 
 
Year Ended
April 30
 
2011
($)
2010
($)
Audit Fees
52,000
 
94,100
 
Audit Related Fees
Nil
 
Nil
 
Tax Fees
Nil
 
Nil
 
All Other Fees
Nil
 
Nil
 
Total
52,000
 
94,100
 
 
Our audit committee pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
 
Our audit committee has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
 
 
56

 
 
PART IV
 
Item 15.
Exhibits, Financial Statement Schedules
 
Exhibits required by Item 601 of Regulation S-K
 
Exhibit
Number
 
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 January 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).
10.8
 
Marketing Services Agreement effective July 15, 2008 with Wall Street Report Inc. (incorporated by reference from our Current Report on Form 8-K filed on September 5, 2008).
10.9
 
Mining Acquisition Agreement dated October 31, 2008 between our company and Sunergy Inc. (incorporated by reference from our Current Report on Form 8-K filed on December 2, 2008).
 
 
57

 
 
10.10
 
Amending Agreement to the Mining Acquisition Agreement dated December 5, 2008 between our company and Sunergy Inc. (incorporated by reference from our Current Report on Form 8-K filed on December 12, 2008).
10.11
 
Agreement dated February 10, 2009 between our company and Nevada Agency & Trust Company (incorporated by reference from our Current Report on Form 8-K filed on February 24, 2009).
10.12
 
Contract between our company and Stephen Tandon and Emanual Suchefort dated April 13, 2009 (incorporated by reference from our Current Report on Form 8-K filed on June 29, 2009).
10.13
 
Employment contract between our company and Paul Wang dated September 3, 2010 (incorporated by reference from our Current Report on Form 8-K filed on November 5, 2010).
10.14
 
Settlement Agreement between General Metals Corporation (the “Company”), Michael Powell, Robert Carrington, Daniel J. Forbush, David Salari, Larry Max Bigler, Keith M. Belingheri, Dan L. Dyer, Permundu K. Medhi, Michael Duncan, Robert Hesselgesser, M.D., Kenneth Robert Gearhart, Keith Alan Knight, Walter W. Knauss, and David L. Holmes entered into a Settlement Agreement (the “Settlement Agreement”) setting forth the parties’ agreement with respect to a good faith controversy (the “Contest”) over management of the Company, corporate policy and various related matters. The parties to the Settlement Agreement include (i) a majority of the Company’s board of directors then in office (the “Old Board”); (ii) individuals appointed under the terms of the Settlement Agreement to serve as board members; and (iii) each of the members of a shareholder group who filed a Schedule 13-D related to the Company on November 5, 2010 (collectively, the “13-D Shareholders”) (incorporated by reference from our Current Report on Form 8-K filed on December 23, 2010).
(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
(23)   Consent
23.1   Consent of Mark Bailey & Company
(31)
 
Section 302 Certification
31.1*
 
Section 302 Certification of the Sarbanes-Oxley Act of 2002.
31.2*
 
Section 302 Certification of the Sarbanes-Oxley Act of 2002.
(32)
 
Section 906 Certification
32.1*
 
Section 906 Certification of the Sarbanes-Oxley Act of 2002
32.2*
 
Section 906 Certification of the Sarbanes-Oxley Act of 2002
 
*Filed herewith.
 
 
58

 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
GENERAL METALS CORPORATION
 
 
  /s/ Daniel J. Forbush
 
Daniel J. Forbush
 
President, Chief Executive Officer and Director
(Principal Executive Officer)
 
Date: August 15, 2011
 
 
/s/ Daniel J. Forbush
 
Daniel J. Forbush
 
Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)
 
Date: August 15, 2011
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
Title
Date
     
   President, Chief Executive Officer, Chief  
/s/ Daniel J. Forbush
Financial Officer and Director
August 15, 2011
Daniel J. Forbush
   
     
/s/ Walter A. Marting, Jr.
Director
August 15, 2011
Walter A. Marting, Jr.
   
     
/s/ Paul Wang
Director
August 15, 2011
Paul Wang
   
     
/s/ Larry Max Bigler
Director
August 15, 2011
Larry Max Bigler
   
     
/s/ P. K. Medhi
Director
August 15, 2011
P. K. Medhi