UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-Q

(Mark one)

[X]

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

For the quarterly period ended September 30, 2011

[  ]

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

For the transition period from ______ to ______

GOLD CREST MINES, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-52392	82-0290112
(State or other jurisdiction of incorporation or organization)	Commission file number	(IRS Employer Identification Number)

724 E Metler Lane  Spokane, WA		99218
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (509) 893-0171

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x  NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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  ¨    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	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 ¨  No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:  

At November 10, 2011, 89,205,828 shares of the registrant’s common stock were outstanding.

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GOLD CREST MINES, INC.

FORM 10-Q

For the Quarter Ended September 30, 2011

TABLE OF CONTENTS

 

				Page #
PART I - Financial Information
	Item 1		Financial Statements (Unaudited)	3
			Consolidated Balance Sheets	3
			Consolidated Statements of Operations	4
			Consolidated Statements of Cash Flows	5
			Notes to Consolidated Financial Statements	6
	Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
	Item 3		Quantitative and Qualitative Disclosures About Market Risk	13
	Item 4		Controls and Procedures	13
PART II - Other Information
	Item 5		Other Information	13
	Item 6		Exhibits	13
Signatures				14

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GOLD CREST MINES, INC.
(An Exploration Stage Company)
Consolidated Balance Sheets
						September 30,		December 31,
						2011		2010
ASSETS						(Unaudited)
	CURRENT ASSETS
		Cash and cash equivalents			$	1,335	$	10,814
				Total Current Assets		1,335		10,814
	Equipment, net of accumulated depreciation
		of $3,084 and $2,572, respectively				329		841
	Mineral properties					11,373		11,373
		TOTAL ASSETS			$	13,037	$	23,028
LIABILITIES AND STOCKHOLDERS' DEFICIT
	CURRENT LIABILITIES
		Accounts payable			$	40,739	$	27,890
		Accounts payable – related party				36,000		36,000
		Accrued liabilities				39,561		6,298
				Total Current Liabilities		116,300		70,188
		Total Liabilities				116,300		70,188
	Commitments and contingencies (Note 6)
	STOCKHOLDERS' DEFICIT
		Preferred stock; no par value; 10,000,000 shares
			authorized, none issued or outstanding			-		-
		Common stock; $0.001 par value; 500,000,000 shares
			authorized; 89,205,828 and 88,205,828 shares issued
			and outstanding, respectively			89,206		88,206
		Additional paid-in capital				9,426,503		9,416,503
		Accumulated deficit during exploration stage				(9,618,972)		(9,551,869)
				Total Stockholders' Deficit		(103,263)		(47,160)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	13,037	$	23,028
	The accompanying notes are an integral part of these consolidated financial statements.

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GOLD CREST MINES, INC.
(AN EXPLORATION STAGE COMPANY)
Consolidated Statements of Operations
(Unaudited)
			Three Months Ended				Nine Months Ended				From Inception
			September 30,		September 30,		September 30,		September 30,		January 11, 2005
			2011		2010		2011		2010		to September 30, 2011
REVENUES		$	-	$	-	$	-	$	-	$	-
OPERATING EXPENSES:
	Exploration expenditures		-		3,243		-		15,448		4,352,387
	Settlement of drilling contract		-		-		-		-		161,813
	Abandonment of mineral lease		-		-		-		-		83,600
	Gain on sale of mineral lease		-		-		-		-		(16,875)
	Mineral lease option income		-		-		-		-		(30,000)
	Impairment of mineral properties
	and royalty interest		-		-		-		-		616,875
	Impairment of investment in Golden Lynx LCC		-		-		-		-		43,202
	Loss (gain) on disposal of equipment		-		(6,250)		-		(6,250)		16,738
	Legal and accounting expenses		6,307		5,386		17,677		19,295		543,827
	Directors' fees		-		-		2,000		-		846,000
	General and administrative		30,288		7,825		47,426		24,405		3,058,027
	TOTAL OPERATING EXPENSES		36,595		10,204		67,103		52,898		9,675,594
LOSS FROM OPERATIONS			(36,595)		(10,204)		(67,103)		(52,898)		(9,675,594)
OTHER INCOME (EXPENSE):
	Interest income		-		-		-		-		79,182
	Interest expense		-		-		-		-		(22,560)
	TOTAL OTHER INCOME (EXPENSE)		-		-		-		-		56,622
LOSS BEFORE TAXES			(36,595)		(10,204)		(67,103)		(52,898)		(9,618,972)
INCOME TAXES			-		-		-		-		-
NET LOSS			$        (36,595)		$        (10,204)	$	(67,103)	$	(52,898)		$                (9,618,972)
NET LOSS PER COMMON SHARE - BASIC
	AND DILUTED	$	Nil	$	Nil	$	Nil	$	Nil
WEIGHTED AVERAGE NUMBER
	OF SHARES OUTSTANDING, BASIC
	AND DILUTED		89,205,828		86,912,350		88,403,996		86,112,421
	The accompanying notes are an integral part of these consolidated financial statements.

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GOLD CREST MINES, INC.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
				Nine Months		Nine Months		From Inception
				Ended		Ended		January 11, 2005 to
				September 30, 2011		September 30, 2010		September 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss		$	(67,103)	$	(52,898)	$	(9,618,972)
	Adjustments to reconcile net loss to net cash used
	by operating activities:
		Depreciation		512		512		52,864
		Common stock and options issued for services		-		-		1,368,976
		Equity compensation for management and directors		2,000		-		1,216,241
		Interest paid with common shares		-		-		12,500
		Settlement of drilling contract		-		-		161,813
		Gain recognized on equipment exchanged in settlement
		of accounts payable		-		-		(3,421)
		Loss (gain) on disposal of equipment		-		(6,250)		16,738
		Abandonment of mineral lease		-		-		83,600
		Impairment of mineral properties and royalty interest		-		-		616,875
		Impairment of investment in Golden Lynx LLC		-		-		43,202
		Gain on sale of mineral properties		-		-		(16,875)
	Changes in operating assets and liabilities:
		Interest receivable		-		-		(6,266)
		Prepaid expenses and deposits		-		12,974		57,999
		Miscellaneous receivable		-		-		3,000
		Accounts payable and accrued liabilities		46,112		(3,052)		146,129
		Net cash used by operating activities		(18,479)		(48,714)		(5,865,597)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash received in reverse merger			-		-		7,456
	Note receivable issued			-		-		(200,000)
	Purchase of royalty interest in mineral property			-		-		(400,000)
	Purchase of mineral properties			-		-		(388,175)
	Proceeds from the sale of equipment			-		6,250		22,979
	Proceeds from the sale of mineral properties			-		-		50,000
	Proceeds from deposit on option agreement			-		30,000		-
	Purchase of equipment			-		-		(134,971)
		Net cash provided (used) by investing activities		-		36,250		(1,042,711)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings under line of credit			-		-		250,000
	Payments on line of credit			-		-		(250,000)
	Proceeds from the issuance of stock on the exercise of warrants			-		-		201,300
	Sale of common stock, net of issuance costs			9,000		15,000		6,708,343
		Net cash provided by financing activities		9,000		15,000		6,909,643
	Net change in cash and cash equivalents			(9,479)		2,536		1,335
	Cash and cash equivalents, beginning of period			10,814		12,931		-
	Cash and cash equivalents, end of period		$	1,335	$	15,467	$	1,335
NON-CASH INVESTING AND FINANCING ACTIVITIES
	Land contributed in exchange for investment in Golden Lynx LLC		$	-	$	-	$	54,575
	Land held in Golden Lynx LLC returned as mineral properties			-		11,373		11,373
	Note receivable forgiven in connection with settlement agreement			-		-		120,000
	Equipment relinquished in connection with settlement agreement			-		-		12,654
	Equipment exchanged for settlement of accounts payable			-		-		29,828
		The accompanying notes are an integral part of these consolidated financial statements.

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Gold Crest Mines, Inc.

(An Exploration Stage Company)

Notes to Unaudited Consolidated Financial Statements

NOTE 1.  Basis of Presentation

Gold Crest Mines, Inc. and its subsidiaries (“Gold Crest” and “the Company”) is a Nevada corporation originally incorporated on August 20, 1968, as Silver Crest Mines, Inc., an Idaho corporation.  

On August 1, 2006, Gold Crest acquired 100% of the issued and outstanding shares of Niagara Mining and Development Co., (“Niagara”), an Idaho corporation formed on January 11, 2005, and its wholly-owned subsidiary, Kisa Gold Mining, Inc. (“Kisa”), an Alaskan corporation formed on July 28, 2006.  Gold Crest’s sole asset on the merger date was cash of $7,456, which was accounted for as being acquired by Niagara in exchange for 14,600,100 common shares of Niagara.    Niagara’s sole asset on the merger date was cash of $150,000.   Neither company had liabilities on the date of the merger.  This transaction has been treated as a reverse merger, effectively as if Niagara had issued shares for consideration equal to the net monetary assets of Gold Crest. Under reverse acquisition accounting, the consolidated financial statements of the entity are considered a continuation of the financial statements of Niagara, the accounting acquirer.  On June 20, 2008, 100% of the issued and outstanding shares of Kisa were transferred from Niagara to the Company.

The Company is in the business of exploration, development, and if warranted the mining of properties containing valuable mineral deposits. The focus of the Company’s exploration programs is directed at precious metals, primarily gold.

The interim Consolidated Financial Statements of the Company and its subsidiaries are unaudited.  In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included.  All such adjustments are, in the opinion of management, of a normal recurring nature.  The results reported in these interim Consolidated Financial Statements are not necessarily indicative of the results that may be reported for the entire year and that the results at September 30, 2011 may not be indicative of December 31, 2011.  These interim Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2010.

NOTE 2.  Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Consolidation of Subsidiaries

The consolidated financial statements include the Company’s accounts and the accounts of wholly-owned subsidiaries.  All significant intercompany balances and transactions have been eliminated in consolidation.

Fair Values of Financial Instruments

The carrying amounts of financial instruments including cash and cash equivalents approximated their fair values as of

September 30, 2011 and December 31, 2010.

Basic and Diluted Net Loss Per Share

Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period.  The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.  Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be anti-dilutive.  At September 30, 2011 and 2010, the common stock equivalents consisted of 5,280,000 options exercisable at prices ranging from $0.28 to $0.53 per share.

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NOTE 3. Going Concern

As shown in the accompanying financial statements, the Company has had no revenues and incurred an accumulated deficit of $9,618,972 through September 30, 2011.  Another factor is that the Company has a negative current ratio of 0.01: 1 at September 30, 2011.  The current ratio is a measurement of the degree to which current assets cover current liabilities (current assets/ current liabilities).  A high ratio indicates a good probability the enterprise can retire current debts.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Should the Company be unable to raise capital through future private placements, its business, and, as a result, its financial position, results of operations and cash flow will likely be materially adversely impacted.  As such, substantial doubt as to the Company’s ability to continue as a going concern remains as of the date of these financial statements.

The Company drastically reduced its overhead expenses in 2009 and 2010 such as reducing staff on payroll to one part time employee and eliminating its office space.  With these reductions in overhead, the Company believes it will only need an estimated $50,000 to $100,000 to continue operations through the next twelve months.

On February 22, 2011 the Company began a private placement offering up to a maximum of 2,500,000 shares at $0.01 per share for a maximum of $25,000 in proceeds.  The private placement closed on June 30, 2011 and at such time the Company had sold 900,000 shares for $9,000.  The shares were being offered and sold by officers and directors of the Company who received no remuneration for the sale of the shares.

NOTE 4.  Mineral Properties

The following is a summary of the Company’s mineral properties in Alaska.

Alaska Mineral Properties		Number of Claims		Acres
Southwest Kuskokwim Project
AKO		45		7,200
Luna		50		8,000
Kisa		38		5,840
Gold Lake		69		9,720
Gold Creek		12		1,920
Little Swift		14		2,240
Gosson Valley		2		320
TOTAL Southwest Kuskokwim Project		230		35,240
Buckstock Project
Chilly		44		7,040
TOTAL Buckstock Project		44		7,040

The Company is required to perform certain work commitments and pay annual assessments to the State of Alaska to hold these claims in good standing.  See “Note 6. Commitments and Contingencies”.

In Alaska, the lands are held under and are subject to the State’s mining laws and regulations.  

North Fork Master Earn-in Agreement

On March 28, 2011 the Company, through its wholly owned subsidiary, Kisa Gold Mining, Inc. (“Kisa”), executed a Master Earn-In agreement (“the Agreement”) with North Fork LLC, (“North Fork”) an Alaska limited liability company.  

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This agreement will call for North Fork to explore for gold deposits on Kisa’s claim blocks in the Southwest Kuskokwim Project area and the Buckstock project area (“Projects”).  The Projects consist of exploration properties in southwest Alaska approximately 90 miles east of the village of Bethel covering approximately 42,280 acres of State of Alaska-owned lands in claim groups known as the Kisa, Luna, AKO, GL, Chilly, Little Swift, Gold Creek and Gossan Valley within the Kuskokwim Mineral Belt.

The following is a breakdown of the proposed earn-in terms:

1.

The initial interest at the time North Fork exercises its option to earn into the “Projects” will be as follows:

a.

Gold Crest Mines, Inc. – 100%

b.

North Fork – 0%

2.

North Fork can acquire a 51% interest in one or more “Projects” by making an aggregate of $3,000,000 of Exploration Expenditures on or for the benefit of the claims on or before October 31, 2013.

3.

If North Fork withdraws from the Joint Venture prior to earning a 51% interest in the “Projects”, it will have no further interest in the “Projects”.

4.

North Fork can earn an additional 24% interest in the “Projects”, taking its total interest to 75% by the expenditure of an additional $3,000,000 by October 31, 2016.

5.

North Fork can earn a total interest of 90% in any of the “Projects” claim blocks by the completion of a Bankable Feasibility Study.

6.

Gold Crest Mines, Inc. will retain a free carried 10% interest in the “Projects” up to a Decision to Mine at which point it can elect to contribute at 10% or dilute to a 2% Net Smelter Royalty.

7.

North Fork is obliged to keep the Projects in “good standing”.

8.

North Fork will be the sole manager of the “Projects” and will make all decisions in regards to the exploration programs.

NOTE 5.  Common Stock and Common Stock Warrants

Common Stock

The Company is authorized to issue 500,000,000 shares of its common stock.  All shares of common stock are equal to each other with respect to voting, liquidation, dividend, and other rights.  Owners of shares are entitled to one vote for each share owned at any Shareholders’ meeting.  The common stock of the Company does not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting in an election of directors may elect all of the directors if they choose to do so.

During the nine months ended September 30, 2011 the Company had the following issuances of common stock:

On February 22, 2011 the Company began a private placement offering up to a maximum of 2,500,000 shares at $0.01 per share for a maximum of $25,000 in proceeds.  The private placement closed on June 30, 2011 and at such time the Company has issued 900,000 shares raising a total of $9,000.  The shares were being offered and sold by officers and directors of the Company who received no remuneration for the sale of the shares.

On April 22, 2011 the Company issued 100,000 shares of common stock to one newly appointed director valued at $2,000.

During the nine months ended September 30, 2010 the Company had the following issuances of common stock:

On July 1, 2010 the Company began a non-brokered private placement offering up to a maximum of 2,500,000 shares at $0.01 per share for a maximum of $25,000 in proceeds.  As of September 30, 2010, the Company has issued 1,500,000 shares raising a total of $15,000.  The shares were being offered and sold by officers and directors of the Company who received no remuneration for the sale of the shares.  

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NOTE 6.  Commitments and Contingencies

Alaska Mineral Property Rent and Assessment Work Commitments

In Alaska, land holdings consist of state mining claims and prospecting sites totaling 42,420 acres of land.  Annual rental payments in the amount of $65,975 for these claims are due by November 30, 2011. If these rental payments are not paid by the due date, the claims will be considered abandoned.  In October, 2011, the annual rental payments were made by our joint venture partner.

The Alaska Department of Natural Resources, Division of Mining, Land & Water requires that upon the prospecting, and the discovery of a locatable mineral and the staking of mineral location, annual labor must be performed on the location each labor year in further development of the locatable mineral so that it can be mined.  The labor year for the claims begins on September 1 and ends the following September 1.  The Company or its joint venture partner, if applicable, will be required to perform qualified labor in the amount of $105,700 by September 1, 2011 except we have qualified carry-over amounts that can be applied to the labor year ending September 1, 2011 in the amount of $83,134 leaving only $22,566 to be performed by the September 1, 2011 deadline.  As of September 30, 2011 the labor requirements were met on all claims by our Joint Venture partner and as such the Labor of Affidavit forms will now be filed by November 30, 2011 to meet the filing deadline. As of the date of this report, the Labor of Affidavit has yet to be filled but the Company has been informed by our joint venture partner that it is scheduled to be filed on time.

NOTE 7.   Subsequent Events

On September 6, 2011, the Company executed a non-binding letter of intent to enter into a business combination transaction with Gold Crown, Inc.    Currently, the Company and Gold Crown are conducting "due diligence".   On October 17, 2011, in connection with the proposed business combination, affiliates of Gold Crown made a $117,659 capital contribution to the Company.  The contributed funds will be used to discharge Company debt, engage professionals to conduct "due diligence" and initiate procedures and actions with a view toward entering into a definitive business combination agreement.  

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

This Form 10-Q, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, includes forward-looking statements. Our forward-looking statements include our current expectations and projections about future results, performance, results of litigation, prospects and opportunities. We have tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “feel,” “plan,” “estimate,” “project,” “forecast” and similar expressions. These forward-looking statements are based on information currently available to us and are expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to Gold Crest Mines, Inc. or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.  Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock.  As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under Section 21E are unavailable to us.

The following discussion should be read in conjunction with the unaudited consolidated financial statements included elsewhere in this report, as well as the audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2010.

Overview and Plan of Operation

As discussed in “Note 3. Going Concern” to our consolidated financial statements, the Company has had no revenues and incurred an accumulated deficit of $9,618,972 through September 30, 2011.  Another factor is that the Company has a negative current ratio of 0.01: 1 at September 30, 2011.  The current ratio is a measurement of the degree to which current assets cover current liabilities (current assets/ current liabilities).  A high ratio indicates a good probability the enterprise can retire current debts.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

We are in the business of exploration, development, and if warranted the mining of properties containing valuable mineral deposits. We are traded on the over the counter market in the United States and, as is typical with such companies, losses are incurred in the stages of exploration and development, which typically need to be funded through equity or debt financing.  

In the Kisaralik Lake area of southwest Alaska, the Company’s wholly owned subsidiary Kisa Gold Mining, Inc. (KGMI) controls or has interests in claim blocks consisting of 274 State of Alaska mining claims covering approximately 42,420 acres.  The Company calls the claim blocks the Southwest Kuskokwim Project and the Buckstock Project and the individual names of each claim block are Kisa, Gold Lake, Luna, AKO, Chilly, Gold Creek, Gossan Valley and Little Swift.  

On March 28, 2011 the Company, through its wholly owned subsidiary, Kisa Gold Mining, Inc. (“Kisa”), executed a Master Earn-In agreement (“the Agreement”) with North Fork LLC, (“North Fork”) an Alaska limited liability company.  

This agreement will call for North Fork to explore for gold deposits on Kisa’s claim blocks in the Southwest Kuskokwim Project area and Buckstock Project area (“Projects”).  The Projects consist of exploration properties in southwest Alaska approximately 90 miles east of the village of Bethel covering approximately 42,280 acres of State of Alaska-owned lands in claim groups known as Kisa, Gold Lake, Luna, AKO, Chilly, Gold Creek, Gossan Valley and Little Swift within the Kuskokwim Mineral Belt.  See “Note 4. Mineral Properties – North Fork Master Earn-in Agreement” to our consolidated financial statements for further details.

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On February 22, 2011 the Company began a private placement offering up to a maximum of 2,500,000 shares at $0.01 per share for a maximum of $25,000 in proceeds.  The private placement closed on June 30, 2011 and at such time the Company has issued 900,000 shares raising a total of $9,000.  The shares were being offered and sold by officers and directors of the Company who received no remuneration for the sale of the shares.

Board of Directors

On April 22, 2011, the Board of Directors appointed Matt J. Colbert, CFO, as a director of the Company. The Company also awarded Mr. Colbert 100,000 shares of the Company’s common stock under our 2007 Stock Plan for accepting the appointment as a director.  Management estimated the fair value of the shares to be $2,000.

Liquidity and Capital Resources

We have limited capital resources and thus have had to rely upon the sale of equity securities for the cash required for exploration and development purposes, for acquisitions and to fund our administration.  Since we do not expect to generate any revenues in the near future, we must continue to rely upon the sale of our equity securities to raise capital.  There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any period or, if available, that it can be obtained on terms satisfactory to us.

Our cash balance at September 30, 2011 was $1,335 versus $10,814 at December 31, 2010.  This decrease is primarily due to the fact that during the nine months ended September 30, 2011, we received only $9,000 on our current private placement offering in which we issued 900,000 at $0.01 per share.  The amount received was less than the amount of money spent on our daily operations for the same time period, most notably our audit fees for the annual audit and wages.  

Future Outlook

Based on the current market environment and our low share price it is not likely we will be able to raise enough money through a private placement of our common stock to fully implement our business plan. We have cut our operating costs down to the bare minimum by reducing our employee base down to only one employee with reduced time and pay and we currently intend to rely on the use of outside consultants to provide certain services to the Company.

On March 28, 2011 the Company, through its wholly owned subsidiary, Kisa Gold Mining, Inc. (“Kisa”), executed a Master Earn-In agreement (“the Agreement”) with North Fork LLC, (“North Fork”) an Alaska limited liability company.  

This agreement will call for North Fork to explore for gold deposits on Kisa’s claim blocks in the Southwest Kuskokwim Project area and Buckstock Project area (“Projects”).  The Projects consist of exploration properties in southwest Alaska approximately 90 miles east of the village of Bethel covering approximately 42,280 acres of State of Alaska-owned lands in claim groups known as Kisa, Gold Lake, Luna, AKO, Chilly, Gold Creek, Gossan Valley and Little Swift within the Kuskokwim Mineral Belt.  See “Note 4. Mineral Properties – North Fork Master Earn-in Agreement” to our consolidated financial statements for further details.

Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2011 and September 30, 2010:

The following table sets forth certain information regarding the components of our Consolidated Statements of Operations for the three and nine months ended September 30, 2011 compared with the three and nine months ended September 30, 2010. The table is provided to assist in assessing differences in our overall performance:

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			The Three Months Ended
			September 30,		September 30,
			2011		2010		$ Change		% Change
REVENUES		$	-	$	-	$	-	$	-
OPERATING EXPENSES:
	Exploration expenditures		-		3,243		(3,243)		-100.0%
	Loss (gain) on disposal of equipment		-		(6,250)		6,250		100.0%
	Legal and accounting expenses		6,307		5,386		921		17.1%
	Directors’ fees		-		-		-		0.0%
	General and administrative		30,288		7,825		22,463		287.7%
	TOTAL OPERATING EXPENSES		36,595		10,204		26,391		258.6%
LOSS FROM OPERATIONS			(36,595)		(10,204)		(26,391)		258.6%
	Interest income		-		-		-		-
	Interest expense		-		-		-		-
	TOTAL OTHER INCOME (EXPENSE)		-		-		-		-
LOSS BEFORE TAXES		$	(36,595)	$	(10,204)	$	(26,391)	$	258.6%

			The Nine Months Ended
			September 30,		September 30,
			2011		2010		$ Change		% Change
REVENUES		$	-	$	-	$	-	$	-
OPERATING EXPENSES:
	Exploration expenditures		-		15,448		(15,448)		-100.0%
	Loss (gain) on disposal of equipment		-		(6,250)		6,250		100.0%
	Legal and accounting expenses		17,677		19,295		(1,618)		-8.4%
	Directors’ fees		2,000		-		2,000		100.0%
	General and administrative		47,426		24,405		23,021		94.3%
	TOTAL OPERATING EXPENSES		67,103		52,898		14,205		26.9%
LOSS FROM OPERATIONS			(67,103)		(52,898)		(14,205)		26.9%
	Interest income		-		-		-		-
	Interest expense		-		-		-		-
	TOTAL OTHER INCOME (EXPENSE)		-		-		-		-
LOSS BEFORE TAXES		$	(67,103)	$	(52,898)	$	(14,205)	$	26.9%

Overview of Operating Results

Operating Expenses

The increase of $14,205 in operating expenses during the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 was primarily the result of increased payroll expenses for increased work load for the three months ended September 30, 2011 and offset due to decreased exploration activity during the nine months ended September 30, 2011

Loss on Disposal of Equipment

Gain on disposal of equipment was $6,250 for the nine months ended September 30, 2010 versus nil for the nine months ended September 30, 2011.  The decrease was due to the fact that in the nine months ended September 30, 2010, we received $6,250 on the sale of previously expensed supplies and recorded a gain on the sale of $6,250.

Legal and Accounting Expenses

Legal and accounting expenses were $17,677 for the nine months ended September 30, 2011 versus $19,295 for the nine months ended September 30, 2010 for a decrease of $1,618.  The decrease was mostly due to $2,070 in legal fees in the nine months ended September 30, 2010 versus only $400 in 2011.  

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Directors’ Fees

Directors’ fees were $2,000 for the nine months ended September 30, 2011 versus zero for the nine months ended September 30, 2010 for an increase of $2,000.  On April 22, 2011 the Company issued 100,000 shares of common stock to one newly appointed director valued at $2,000.

Overview of Financial Position

At September 30, 2011, Gold Crest had cash of $1,335 and total liabilities of $116,300.  During the nine months ended September 30, 2011, we received $9,000 on a non-brokered private placement offering in which we issued 900,000 at $0.01 per share.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as required by Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report.  Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management (including our CEO and CFO), were effective as of September 30, 2011, in ensuring them in a timely manner that material information required to be disclosed in this report has been properly recorded, processed, summarized and reported.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 5.  OTHER INFORMATION.

On September 6, 2011, the Company executed a non-binding letter of intent to enter into a business combination transaction with Gold Crown, Inc.    Currently, the Company and Gold Crown are conducting "due diligence".   On October 17, 2011, in connection with the proposed business combination, affiliates of Gold Crown made a $117,659 capital contribution to the Company.  The contributed funds will be used to discharge Company debt, engage professionals to conduct "due diligence" and initiate procedures and actions with a view toward entering into a definitive business combination agreement.  

ITEM 6.  EXHIBITS

Exhibit Number	Description of Document
31.1	Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
31.2	Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350

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SIGNATURES

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

GOLD CREST MINES, INC.

Date:  November 14, 2011

By:  /s/ John P. Ryan

John P. Ryan

CEO

(Principal Executive Officer)

Date:  November 14, 2011

By:  /s/ Matt J. Colbert

Matt J. Colbert

CFO

(Principal Financial Officer)

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