FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of:	April 2010

Commission File Number:	000-50422

AMADOR GOLD CORP.

(Exact Name of Registrant, as Specified in its Charter)

711-675 West Hastings Street, Vancouver, British Columbia, Canada, V6B 1N2

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-____________

Table of Contents

Document 1		Unaudited Financial Statements for the Period Ended January 31, 2010

Document 2		Management Discussion & Analysis for the Period Ended January 31, 2010

Document 1

Amador Gold Corp.

Consolidated Financial Statements

(Expressed in Canadian Dollars)

January 31, 2010 and 2009

- Unaudited -

Amador Gold Corp.

Consolidated Balance Sheets

	Unaudited
	January 31, 2010			October 31, 2009
Assets

Current
Cash	$	720,860		$	253,627
GST receivable		69,966			23,417
Prepaid expenses (Note 5(d))		10,000			17,121
		800,826			294,165

Exploration Advances (Note 4)		14,649			260,000

Due From Related Parties (Note 5(d))		-			2,340

Mineral Properties (Notes 3, 5(b), 5(c), and Schedule)		16,506,837			15,564,018

	$	17,322,312		$	16,120,523

Liabilities

Current
Accounts payable and accrued liabilities	$	293,220		$	384,122
Due to related parties (Notes 5(a), 5(b) and 5(c))		362,584			553,394
		655,804			937,516

Shareholders’ Equity

Share Capital		28,780,878			26,222,943

Share Subscriptions Received		-			415,300

Share Subscriptions Receivable		(91,200	)		-

Contributed Surplus		1,959,495			1,959,495

Deficit		(13,982,665	)		(13,414,731	)

		16,666,508			15,183,007

	$	17,322,312		$	16,120,523

Going Concern (Note 1)

Commitments (Note 7)

Approved on behalf of the Board of Directors:

/s/ Alan D. Campbell Director

/s/ Lynn W. Evoy Director

- See Accompanying Notes -

Amador Gold Corp.

Consolidated Statements Of Operations And Comprehensive Loss (Unaudited)

	FOR THE PERIODS ENDED JANUARY 31
	2010			2009
Administrative Expenses

Consulting fees	$	92,070		$	72,902
Investor relations and promotion		23,485			45,743
Legal and accounting		1,183			1,258
Management fees (Note 5(a))		198,000			140,000
Office expenses and miscellaneous		14,188			1,969
Part XII.6 tax expense		(15,421	)		-
Regulatory fees		25,415			13,174
Transfer agent fees		2,882			1,654

Loss Before Other Income (Expense) And Income Taxes		(341,802	)		(276,700	)

Other Income (Expense)
Write-off of mineral property expenditures		(447,454	)		(9,700	)
Exploration expenditures		11,127			(43,910	)


Loss Before Income Taxes		(778,129	)		(330,310	)

Future Income Tax Benefit Recognized On Flow-through		210,195			-

Net Loss And Comprehensive Loss For The Period	$	(567,934	)	$	(330,310	)

Loss Per Share – Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number Of Shares Outstanding – Basic and Diluted		247,175,063			176,382,809

- See Accompanying Notes -

Amador Gold Corp.

Consolidated Statements Of Shareholders’ Equity (Unaudited)

For The Periods Ended January 31, 2010, 2009 and 2008

						SHARE
	SHARE CAPITAL					SUBSCRIPTIONS			CONTRIBUTED
	NUMBER		AMOUNT			RECEIVED			SURPLUS			DEFICIT			TOTAL

Balance, October 31, 2007		108,369,248		14,859,054			-			672,244			(8,703,729	)		6,827,569
Issue of shares for mineral properties		2,401,269		602,065			-			-			-			602,065
Issue of shares for cash, private placements
Flow-through shares		28,851,819		4,330,250			-			-			-			4,330,250
Non flow-through shares		7,698,050		1,615,055			-			-			-			1,615,055
Shares issues for property examination fee		60,000		15,000			-			-			-			15,000
Share issuance costs		-		(385,486	)		-			-			-			(385,486	)
Warrants exercised for cash		21,506,833		3,568,867			-			-			-			3,568,867
Stock options exercised for cash		440,500		78,200			-			-			-			78,200
Fair value of stock options exercised		-		5,515			-			(5,515	)		-			-
Stock based compensation		-		-			-			785,000			-			785,000
Tax benefits renounced on flow-through shares		-		(59,520	)		-			-			-			(59,520	)
Net loss and comprehensive loss for the year		-		-			-			-			(4,232,821	)		(4,232,821	)
Share subscriptions receivable		-		(390,000	)		-			-			-			(390,000	)
Balance, October 31, 2008		169,327,719		24,239,000			-			1,451,729			(12,936,550	)		12,754,179
Issue of shares for cash, private placements
Flow-through shares		27,154,443		1,559,122			-			-			-			1,559,122
Non flow-through shares		28,788,444		1,494,195			-			-			-			1,494,195
Share issuance costs		-		(186,649	)		-			-			-			(186,649	)
Stock based compensation		-		-			-			479,992			-			479,992
Re-pricing of warrants		-		-			-			27,774			(27,774	)		-
Tax benefits renounced on flow-through shares		-		(1,383,000	)		-			-			-			(1,383,000	)
Share subscriptions receivable		-		400,000			-			-			-			400,000
Share subscription received		-		-			415,300			-			-			415,300
Net loss and comprehensive loss for the year		-		-			-			-			(450,407	)		(450,407	)
Balance, October 31, 2009		227,040,606		26,222,943			415,300			1,959,495			(13,414,731	)		15,183,007
Issue of shares for mineral properties		250,000		22,500			-			-			-			22,500
Issue of shares for cash, private placements
Flow-through shares		24,530,250		1,962,420			-			-			-			1,962,420
Non flow-through shares		15,120,000		949,400			-			-			-			949,400
Share issuance costs		-		(166,190	)		-			-			-			(166,190	)
Tax benefits renounced on flow-through shares		-		(210,195	)		-			-			-			(210,195	)
Share subscriptions receivable		-		(91,200	)		-			-			-			(91,200	)
Share subscription received		-		-			(415,300	)		-			-			(415,300	)
Net loss and comprehensive loss for the period		-		-			-			-			(567,934	)		(567,934	)
Balance, January 31, 2010		266,940,856	$	28,689,678		$	-		$	1,959,495		$	(13,982,665	)	$	16,666,508

- See Accompanying Notes -

Amador Gold Corp.

Consolidated Statements Of Cash Flows (Unaudited)

	FOR THE PERIODS ENDED JANUARY 31
	2010			2009
Cash Provided By (Used For)

Operating Activities
Net loss and comprehensive loss for the period	$	(567,934	)	$	(330,310	)

Add items not affecting cash:
Write-down of mineral properties		447,454			9,700
Future income tax benefit		(210,195	)		-
Changes in non-cash operating assets and liabilities:
Accounts receivable		(44,209	)		66,839
Prepaid expenses		7,121			(6,729	)
Accounts payable and accrued liabilities		(33,769	)		(1,143,201	)
Due to related parties		(90,810	)		(555,839	)
		(492,342	)		(1,959,540	)

Investing Activities
Exploration advances		245,351			20,000
Mineral property acquisition and exploration expenditures		(1,524,906	)		1,004,227
		(1,279,555	)		1,024,227

Financing Activities
Share subscriptions received		(415,300	)		-
Share subscriptions receivable		(91,200	)		400,000
Shares issued for cash		2,911,820			1,248,400
Share issuance costs		(166,190	)		(85,312	)
		2,239,130			1,563,088

Net (Decrease) Increase In Cash		467,233			627,775

Cash, Beginning Of Period		253,627			361,649

Cash, End Of Period	$	720,860		$	989,424
Supplemental Cash Flow Information And Disclosure Of Non-Cash Financing And Investing Activities
Interest paid	$	-		$	-
Shares Issued for Mineral Property Acquisition	$	22,500		$	28,750

- See Accompanying Notes -

Amador Gold Corp.

Notes to the Consolidated Financial Statements (Unaudited)

Periods Ended January 31, 2010 and 2009

1.	Nature of Operations and Going Concern

Amador Gold Corp. (the “Company”) was incorporated under the laws of the Province of British Columbia, Canada. The Company is a public company listed on the TSX Venture Exchange (the “TSX.V”), trading under the “AGX” symbol. The Company is primarily engaged in the acquisition, exploration and development of mineral properties located in the Provinces of Ontario, and British Columbia, Canada.

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon achieving profitable operations and upon obtaining additional financing. While the Company is expending its best efforts in this regard, the outcome of these matters cannot be predicted at this time. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

During the period, the Company incurred a net loss of $567,934 for the period ended January 31, 2010 (2009 - $330,310; 2008 - $271,443) and had a working capital at January 31, 2010 of $145,022 (2009 - $283,191 deficiency) and had an accumulated deficit of $13,982,665 (2009 - $13,266,860). The Company is in the process of acquiring, exploring and developing its mineral properties and has not yet determined whether the properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for resource properties and related deferred exploration costs are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production. The operations of the Company have primarily been funded by the issuance of common shares. Continued operations of the Company are dependent on the Company's ability to complete equity financing or generate profitable operations in the future. Management's plan in this regard is to secure additional funds through future equity financings, which may not be available or may not be available on reasonable terms.

2.	Significant Accounting Policies

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles.

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Diamondcorp Resources Inc. (inactive), incorporated British Columbia on August 2, 2006.

Variable Interest Entities

Variable Interest Entities are required to be consolidated by the primary beneficiary. The Company has determined that it has no Variable Interest Entities.

2.	Significant Accounting Policies (Continued)

Use of Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues, expenses and expenditures during the reporting period. Significant areas requiring the use of management estimates relate to determination of impairment of assets, mineral property carrying values, flow-through obligations to investors, and determination of fair values for stock based compensation, re-priced warrants, and future income taxes. Due to the inherent uncertainty involved with making such estimates, actual results reported in future years could differ from these estimates.

Measurement Uncertainty

Management’s capitalization of exploration and development costs and assumptions regarding the future recoverability of such costs are subject to significant measurement uncertainty. Management’s assessment of recoverability is based on, among other things, the Company’s estimate of current mineral reserves and resources which are supported by geological estimates, estimated gold and copper prices, and the procurement of all necessary regulatory permits and approvals. These assumptions and estimates could change in the future and this could materially affect the carrying value and the ultimate recoverability of the amounts recorded for mineral properties.

Financial Instruments

CICA Handbook Section 3861, “Financial Instrument – Disclosure and Presentation”, has been replaced by CICA Handbook Section 3862, “Financial Instruments – Disclosure” and Section 3863 – “Financial Instruments – Presentation”. These standards require entities to disclose quantitative and qualitative information that enables users to evaluate the significance of financial instruments for the Company’s financial performance, and the nature and extent of risks arising from financial instruments to which the Company is exposed during reporting periods and at the balance sheet date. In addition, the Company is required to disclose management’s objectives, policies and procedures for managing these risks.

The Company classifies its financial assets as either held-for-trading, available-for-sale, held-to-maturity, or loans and receivables. Financial liabilities are classified as either held-for-trading, or other.

Held-for-trading financial assets and liabilities are recorded at fair value as determined by active market prices and valuation models, as appropriate. Valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates. In determining these assumptions, the Company uses readily observable market inputs where available, or where not available, inputs generated by the Company. Changes in fair value of held-for-trading financial instruments are recorded in operations.

2.	Significant Accounting Policies (Continued)

Financial Instruments (Continued)

Available-for-sale financial assets are recorded at fair value as determined by active market prices. Unrealized gains and losses on available-for-sale investments are recognized in other comprehensive income. If a decline in fair value is deemed to be other than temporary, the unrealized loss is recognized in operations. Investment in equity instruments that do not have an active quoted market price are measured at cost.

Receivables are recorded initially at fair value, net of transaction costs incurred, and subsequently at amortized cost using the effective interest rate method.

The fair values of the Company’s available-for-sale financial assets and liabilities, such as investments, approximate their carrying values as the investment are carried at fair values with gains and losses of a temporary nature recorded in other comprehensive loss.

Comprehensive Income

Handbook Section 1530 establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. Comprehensive income includes net earnings and other comprehensive income. Other comprehensive income includes holding gains on available for sale investments, gains and losses on certain derivative instruments and currency gains and losses relating to the translating financial statements of self-sustaining foreign operations. As there were no other comprehensive income items, comprehensive income for the period was equal to the net income for the period.

Foreign Currency Translation

Currency transactions and balances are translated into the Canadian dollar reporting currency using the temporal method as follows:

Monetary items are translated at the rates prevailing at the balance sheet date;

ii)

Non-monetary items are translated at historical rates;

iii)

Revenues and expenses are translated at the average rates in effect during applicable accounting periods, except amortization, which is translated at historical rates;

iv)

Gains and losses on foreign currency translation are reflected in the consolidated statements of operations and comprehensive loss.

Cash and Cash Equivalents

Cash includes cash on hand, cash held in trust and demand deposits. Cash equivalents comprise short-term, highly liquid investments that are readily convertible to known amounts of cash which are subject to insignificant risk of change and have maturities of three months or less from the date of acquisition, held for the purpose of meeting short-term cash commitments rather than for investing or other purposes.

2.	Significant Accounting Policies (Continued)

Mineral Properties

Mineral properties consist of exploration and mining concessions, options and contracts. Acquisition and leasehold costs and exploration costs are deferred and capitalized until such time as the property is put into production or the properties are disposed of either through sale or abandonment. If put into production, the deferred costs will be amortized over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in a property will first be credited against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the property and capitalized exploration costs are written off.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property may be subject to unregistered prior agreements and non-compliance with regulatory requirements. The Company is not aware of any disputed claims of title.

Impairment of Long-lived Assets

Long-lived assets include mineral properties. The Company periodically evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when estimated future cash flows resulting from the use of an asset and its eventual disposition is less than its carrying amount.

A mining enterprise in the exploration stage is not obliged to conclude that capitalized costs have been impaired due to the absence of a projected estimated future net cash flow from the mining enterprise. Mineral properties in the exploration stage do not have established mineral reserves and a basis for the preparation of a projection of the estimated future net cash flow from the properties does not exist. However, a mining enterprise is required to consider the conditions for impairment write-down. The conditions include unfavourable exploration results and significant unfavourable economic, legal, regulatory, environmental, political and other factors. In addition, management’s development activities towards its planned principal operations are a key factor considered as part of the ongoing assessment of the recoverability of the carrying amount of mineral properties. Whenever events or changes in circumstances indicate that the carrying amount of a mineral property in the exploration stage may be impaired, the capitalized costs are written down to the estimated recoverable amount.

Asset Retirement Obligations

The Company applies CICA accounting standard 3110 – “Asset Retirement Obligations” to account for the obligations to reclaim and remediate the mineral properties. Under the standard, the estimated fair value of the legal obligations are recognized in the period incurred, at the net present value of the cash flows required to settle the future obligations. A corresponding amount is capitalized to the related asset. Asset retirement obligations are subject to accretion over time for increases in the fair value of the liabilities.

2.	Significant Accounting Policies (Continued)

Asset Retirement Obligations (Continued)

The Company’s estimates of its ultimate asset retirement obligations could change as a result of changes in regulations, the extent of environmental remediation required, and the means of reclamation or cost estimates. Changes in estimates are accounted for prospectively from the period estimates are revised. As of October 31, 2009, the Company had determined that there were no significant legal obligations for reclamation costs.

Share Capital

Share consideration - Agent’s warrants, stock options and other equity instruments issued as purchase consideration in non-cash transactions, other than as consideration for mineral properties, are recorded at fair value determined by management using the Black-Scholes option pricing model. The fair value of the shares issued as purchase consideration for mineral properties is based upon the trading price of those shares on the TSX.V on the date of the agreement to issue shares as determined by the Board of Directors. Proceeds from unit placements are allocated between shares and warrants issued according to their relative fair value using the residual method.

ii)

Flow-through shares - Resource expenditure deductions for Canadian income tax purposes related to Canadian exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with income tax legislation. The Company follows the accounting prescribed by the CICA Emerging Issues Committee (“EIC”) in EIC-146 “Flow-through Shares”. On the date the expenditures are renounced, a future income tax liability and a corresponding reduction in the share capital is recorded. The future income tax liability is offset by available future income tax assets as a recovery of future income taxes.

iii)

Stock based compensation - The Company measures the cost of the service received for all stock options made to consultants, employees and directors based on an estimate of fair value at the date of grant. The Company uses the Black-Scholes option pricing model to estimate the fair value of each stock option at the date of grant. Stock options which vest immediately are recorded at the date of grant. Stock options that vest over time are recorded over the vesting period using the straight line method. Stock options issued to outside consultants that vest over time are valued at the grant date and subsequently re-valued on each vesting date as services are rendered. Stock based compensation is recognized as expense or, if applicable, capitalized to mineral property costs with a corresponding increase in contributed surplus. On exercise of the stock option, consideration received and the estimated fair value previously recorded in contributed surplus is recorded as share capital.

iv)

Share issuance costs - Costs directly identifiable with the raising of share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as non-current deferred assets. Share issuance costs related to uncompleted share subscriptions are charged to operations.

2.	Significant Accounting Policies (Continued)

Income Taxes

Income taxes are calculated using the liability method of accounting. Temporary differences arising from the difference between the tax basis of an asset or liability and its carrying amount on the balance sheet are used to calculate future income tax liabilities or assets. The future income tax liabilities or assets are measured using tax rates and laws expected to apply in the periods that the temporary differences are expected to reverse. Valuation allowances are provided where (net) future income tax assets are not more likely than not to be realized.

Loss Per Share

Basic loss per share is calculated by dividing the loss for the year by the weighted average number of common shares issued and outstanding during the year. Diluted loss per share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period. Basic and diluted loss per share is equal as outstanding stock options and warrants were all anti-dilutive.

Accounting Policy Changes

Effective November 1, 2008, the Company adopted the following new CICA Handbook Sections on a prospective basis with no restatement to prior period financial statements:

Section 1535, Capital Disclosures, (Note 9) requires the disclosure of both qualitative and quantitative information that enables users of financial statements to evaluate the Company’s objectives, policies and processes for managing capital. Under this standard, the Company is required to disclose the following:

qualitative information about its objectives, policies and processes for managing capital;

summary quantitative data about what it manages as capital;

whether during the period it complied with any externally imposed capital requirement to which it is subject; and

when the Company has not complied with such externally imposed capital requirements, the consequences of such non-compliance.

ii)

Section 3862, Financial Instruments – Disclosures; and Section 3863, Financial Instruments – Presentation consist of a comprehensive series of disclosure requirements and presentation rules applicable to financial instruments. Section 3862 revises and enhances the disclosure requirements for financial instruments and Section 3863 carries forward unchanged the presentation requirements.

2.	Significant Accounting Policies (Continued)

Accounting Policy Changes (Continued)

Section 3862 requires the Company to provide disclosures in its financial statements that enable users to evaluate:

the significance of financial instruments for the Company’s financial position and performance,

the nature and extent of risks arising from financial instruments to which the Company is exposed during the period and at the balance sheet date, and

how the Company manages those risks.

iii)

On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No. 166, “Accounting Policy Choice for Transaction Costs” (“EIC-166”). This EIC addresses the accounting policy choice of expensing or adding transaction costs related to the acquisition of financial assets and financial liabilities that are classified as other than held-for-trading. Specifically, it requires that the same accounting policy choice be applied to all similar financial instruments classified as other than held-for-trading, but permits a different policy choice for financial instruments that are not similar. The Company has adopted EIC-166 effective June 1, 2007, which requires retroactive application to all transaction costs accounted for in accordance with CICA Handbook Section 3855, Financial Instruments – Recognition and Measurement. The Company has evaluated the impact of EIC-166 and determined that no adjustments were required.

iv)

The CICA approved amendments to CICA Handbook Section 1400 “General Standards of Financial Statement Presentation”. These amendments require management to assess an entity’s ability to continue as a going concern. When management is aware of material uncertainties related to events or conditions that may cast doubt on an entity’s ability to continue as a going concern, those uncertainties must be disclosed. In assessing the appropriateness of the going concern assumption, the standard requires management to consider all available information about the future, which is at least, but not limited to, twelve months from the balance sheet date. The new requirements of the standard are applicable for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008. The disclosure is provided in Note 1.

Effective November 1, 2008, the Company implemented CICA Section 3064, “Goodwill and Intangible Assets”, which establishes revised standards for recognition, measurement, presentation and disclosure of goodwill and intangible assets by profit-oriented enterprises. The adoption of this new standard did not have a material impact on the Company’s financial statements.

2.	Significant Accounting Policies (Continued)

Future Accounting Pronouncements Not Yet Adopted

In January 2009, the CICA issued Handbook Section 1601, Consolidated Financial Statements, and Handbook Section 1602, Non-Controlling Interests, which together replace Handbook Section 1600, Consolidated Financial Statements. These two sections are equivalent to the corresponding provisions of International Accounting Standard 27, Consolidated and Separate Financial Statements (January 2008). Handbook Section 1602 applies to the accounting for non-controlling interests and transactions with non-controlling interest holders in consolidated financial statement. The new sections require that, for each business combination, the acquirer measure any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. The new sections also require non-controlling interests to be presented as a separate component of shareholders’ equity.

Under Handbook Section 1602, non-controlling interest income is not deducted in arriving at consolidated net income or other comprehensive income. Rather, net income and each component of other comprehensive income are allocated to the controlling and non-controlling interest based on relative ownership interests. These Sections apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011, and should be adopted concurrently with Section 1582. The Company is currently assessing the future impact of these new sections on its consolidated financial statements.

ii)

In January 2009, the CICA issued Handbook Section 1582, Business Combinations, which replaces Section 1581, Business Combinations, and provides the equivalent to International Financial Reporting Standards (“IFRS”) 3R, Business Combinations (January 2008). The new section expands the definition of a business subject to an acquisition and establishes significant new guidance on the measurement of consideration given, and the recognition and measurement of assets acquired and liabilities assumed in a business combination. The new section requires that all business acquisitions be measured at the full fair value of the acquired entity at the acquisition date even if the business combination is achieved in stages, or if less than 100% of the equity interest in the acquiree is owned at the acquisition date.

The measurement of equity consideration given in a business combination will no longer be based on the average of the fair value of the shares a few days before and after the day the terms and conditions have been agreed to and the acquisition announced, but rather at the acquisition date. Subsequent changes in the fair value of contingent consideration classified as a liability will be recognized in earnings and not as an adjustment to the purchase price. Restructuring and other direct costs of a business combination are no longer considered part of the acquisition accounting. Instead, such costs will be expensed as incurred, unless they constitute the costs associated with issuing debt or equity securities.

2.	Significant Accounting Policies (Continued)

Future Accounting Pronouncements Not Yet Adopted (Continued)

The section applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011. Earlier adoption is permitted. This new section will only have an impact on our consolidated financial statements for future acquisitions that will be made in periods subsequent to the date of adoption.

iii)

Canada’s Accounting Standards Board ratified a plan that will result in Canadian GAAP being converged with International Financial Reporting Standards (“IFRS”) by 2011. Management has performed a preliminary analysis and highlighted areas where its current Canadian accounting practices differ from IFRS however, the impact on the Company’s consolidated financial statements has not yet been determined.

3.	Mineral Properties

Red Lake Property Group, Ontario

Todd Township Property

On June 23, 2004, the Company was granted an option to earn a 100% interest in the Todd Township Property, approximately 200 acres, in the Red Lake Mining Division, Ontario. Consideration is the issuance of 100,000 common shares (issued) and $69,000 cash (paid) over a 4 year period. In addition, the property is subject to a 2% NSR in favour of the optionor. The Company may purchase 1% of the royalty for $600,000.

ii)

Maskooch Lake Property

On June 23, 2004, the Company was granted an option to earn a 100% interest in the Maskooch Lake Property, approximately 1280 acres, in the Red Lake Mining Division, Ontario. Consideration is the issuance of 100,000 common shares (issued) and $88,000 cash (paid) over a 4 year period. In addition, the property is subject to a 2% NSR in favour of the optionor. The Company may purchase 1% of the royalty for $1,000,000.

Silverstrike Property Group, Ontario

Silverstrike Property

On March 28, 2005, as amended December 12, 2008, the Company entered into an option agreement to acquire a 100% interest in the Silver Strike Property, Ontario. Consideration is $50,000 cash ($50,000 paid), 150,000 common shares (issued) and $80,000 in exploration expenses over 4 years (completed). The property is subject to a 2% NSR with an option to buy back 0.5% for $500,000 and a second 0.5% buy back for a further $500,000.

3.	Mineral Properties (Continued)

Silverstrike Property Group, Ontario (Continued)

ii)

Silverclaim Property

On March 28, 2005, as amended January 27, 2009 the Company entered into an option agreement to acquire a 100% interest in the Silver Claim Property, Ontario. Consideration is $150,000 cash ($125,000 paid) and 200,000 common shares (issued). The property is subject to a 2% NSR with an option to buy back 0.5% for $500,000 and a second 0.5% buy back for a further $500,000.

iii)

Capitol Silver Property

On June 21, 2005 as amended December 12, 2008, the Company entered into an option agreement to acquire a 100% interest in the Capitol Silver Mine property, located approximately 4 km northeast of Gowganda, Ontario. Consideration is $27,500 cash (paid) and 350,000 shares (issued). The property is subject to a 2% NSR. The Company may purchase 0.5% for $500,000 and a second 0.5% for a further $500,000.

Donovan Basin Property Group, Ontario

Thompson Property

On March 28, 2005, as amended May 13, 2009, the Company entered into an option agreement to acquire a 100% interest in the Thompson Property, Ontario. Consideration is $78,000 ($28,000 paid), 150,000 common shares (issued) and $60,000 in exploration expenditures over 4 years (completed). The property is subject to a 2% NSR with an option to buy back 0.5% for $500,000 and a second 0.5% for a further $500,000.

ii)

Kell Mine Property

On March 28, 2005, the Company entered into an option agreement to acquire a 100% interest in the Kell Mine Property, Ontario. Consideration is $30,000 cash ($30,000 paid), 150,000 common shares (issued) and $60,000 in exploration expenses over 4 years (completed). The property is subject to a 2% NSR with an option to buy back 0.5% for $500,000 and a second 0.5% for a further $500,000.

iii)

Hudson Bay Property

On June 21, 2005, the Company entered into an option agreement to acquire a 100% interest in the Hudson Bay Silver Mine Property, Ontario. Consideration is $35,000 cash (paid), 300,000 common shares (issued) and $60,000 in exploration expenses over 3 years (completed). The property is subject to a 2% NSR, with an option to buy back 0.5% of which can be purchased for $500,000 and a second 0.5% for a further $500,000.

3.	Mineral Properties (Continued)

Ajax Property Group, Ontario

Ajax Property

On June 13, 2005, the Company entered into a purchase and sale agreement to acquire a 100% interest in the Ajax Property, Ontario. Consideration is $80,000 cash (paid) and 300,000 common shares (issued). The property is subject to a 2% NSR with an option to buy back 1% for $1,000,000.

ii)

Banting Chambers Property

On July 21, 2005, the Company entered into an option agreement to acquire a 100% interest in the Banting Chambers Property, Ontario. Consideration is $22,500 cash (paid), 150,000 shares (issued) over two years and $110,000 in exploration expenditures (completed). A 2% NSR is payable on the property, half of which can be purchased for $500,000.

iii)

Strathy Property

On July 19, 2005, the Company acquired a 100% interest in 3 claims in the Strathy Township property located in Ontario. Consideration was $20,000 cash (paid). The property is subject to a 1% NSR, which may be purchased for $250,000 at any time.

iv)

Bompas Property

On December 9 2005, the Company acquired a 100% interest in 2 claims in the Bompas property. Consideration was $10,000 cash (paid). The property is subject to a 2% NSR, half of which can be purchased for $250,000.

Timmins West Group, Ontario

Fripp Property, Ontario

August 22, 2005, the Company entered into an option agreement to acquire a 100% interest in the Fripp Property, Ontario for $5,000 cash (paid), 100,000 common shares (issued) payable over 4 years, and $20,000 in exploration by December 31, 2005 (completed). The property is subject to a 1% NSR of which half may be purchased for $500,000.

3.	Mineral Properties (Continued)

Timmins West Group, Ontario (Continued)

ii)

Keith & Sewell Property Group, Ontario

On April 10, 2006, the Company entered into an option agreement to acquire a 100% interest in the Keith and Sewell Property, Ontario. Consideration for the Property consists of $90,000 cash payable over 2 years (paid), 420,000 shares over 2 years (issued), and a work commitment of $90,000 over 3 years (completed). There is a 3% NSR payable to the optionor of which two-thirds may be purchased for $1,500,000.

iii)

Jessop Property, Ontario

On October 16, 2007, as amended January 14, 2009, the Company entered into an option agreement to acquire a 100% interest in the Jessop Property, Ontario. Consideration is $58,000 cash ($58,000 paid) and 300,000 common shares (200,000 issued) over 3 years. The property is subject to a 2.5% NSR with a buy back of 1% for $500,000.

iv)

Fripp West Property, Ontario

In February 2008, the Company entered into an option agreement to acquire a 100% interest in the Fripp West Property, Ontario. Consideration is $20,000 cash (paid) and 200,000 common shares (125,000 issued) over 2 years. The property is subject to a 2.5% NSR with a buy back of 1% for $500,000.

Sewell East Property, Ontario

On August 5, 2009, the Company entered into an option agreement to acquire a 100% interest in the Sewell East Property, Ontario. Consideration is $50,000 cash ($20,000 paid) and 300,000 common shares (100,000 issued). There is a 3% net smelter return.

vi)

Patent Property, Ontario

On May 2, 2006, the Company entered into an option agreement to acquire a 100% interest in the Patent Property, located in Sewell and Reeves Townships, Ontario. Consideration for the Property consisted of $70,000 cash ($50,000 paid), 250,000 shares (issued), and a work commitment of $130,000 over 3 years. There was a 3% NSR payable to the optionor, of which two-thirds may have been purchased for $1,500,000. This property was terminated in December 2008, but it was reinstated in August 25, 2009 with an additional cash payment of $20,000. Total outstanding consideration is $40,000 cash.

3.	Mineral Properties (Continued)

Timmins West Group, Ontario (Continued)

vii)

Tionaga Property, Ontario

On November 2009, the Company entered into an option agreement to acquire a 100% interest in the Tionaga Property, located in Ontario. Consideration for the Property consists of $100,000 cash ($25,000 paid) and 1,000,000 shares (250,000 issued). There is a 3% NSR payable to the optionor, of which one-half may have been purchased for $1,000,000 for each 0.50% interest, to a total of $3,000,000 for a 1.5% interest.

Blackstock Property, Oke & Ford Property and Timmins North, Ontario

The Blackstock property, the Oke & Ford property and Timmons North were acquired by staking. There were no underlying agreements. The staking was done based on management’s interpretation of geological structures found on the properties from government files.

Chapleau Group, Ontario

Forge Lake Property, Ontario and Otter Pond Property, Ontario

The Company entered into an agreement with a public company related by common directors to acquire a 50% interest in the Forge Lake property. The original agreement dated January 4, 2006 was renegotiated on January 28, 2009. Consideration is $57,000 payable over three years (paid), 40,000 shares of the related company to be reimbursed in cash by the Company, payable after three years, and a payment of 13,333 shares of a related public company, payable after three years. In addition, there is a royalty payable of $100,000 and the issuance of 100,000 shares at the earlier of 90 days of sustained commercial production and six years from the date of the agreement. Costs comprise annual cash payments, taxes, and minimum work expenditures. to be split 50/50. The Company will also pay a 15% administration fee to the related company.

The Company entered into an agreement with a public company related by common directors to acquire a 47% interest in the Otter Lake property. The original agreement dated January 4, 2006 was renegotiated on January 28, 2009. Consideration is $143,500 payable over four years ($103,500 paid), 175,000 shares of the related company and 58,333 shares of a related public company at the fair market value of the shares as at the time of issuance to be reimbursed by the Company over three years, a payment of $100,000 and the issuance of 200,000 shares at the earlier of 90 days of sustained commercial production and six years from the date of the agreement. The Company is responsible for 47% of the costs incurred on this property.

3.	Mineral Properties (Continued)

Chapleau Group, Ontario (Continued)

Cowie/Aguonie Property, Ontario and Esquega/Corbiere Property, Ontario

Agreement with a public company related by common directors to acquire a 50% interest in the Cowie/Aguonie property. The original agreement dated March 1, 2006 for 33.52 net grid claims in the Cowie and Aguonie Townships. Consideration is for payment of $500 per net grid claim for a 5 year term and $600 for a 5 year renewal term (First 3 years paid) and incur $244,360 per year on exploration expenditures ($311,400 incurred). The Company is responsible for 100% of the cash payments and 50% of the exploration incurred on this property, including a 15% management fee to the public company.

Agreement with a public company related by common directors to acquire a 50% interest in the Esquega/Corbiere property. The original agreement dated July 1, 2005, and amended March 1, 2006 to add additional claims. Consideration is for payment of $176,770 for a 5 year term and $194,820 for a 5 year renewal term ($133,275 paid) and incur $600,080 on exploration expenditures in the first term ($343,755 incurred) and incur $811,750 in exploration expenditures in the renewal term. The Company is responsible for 100% of the cash payments and 50% of the exploration incurred on this property, including a 15% management fee to the public company.

ii)

Chapleau Property, Ontario

On October 1, 2005, the Company entered into an acquisition agreement with a public company related by common directors to acquire a 50% working interest in 47,278 acres of prospective kimberlite ground in the Chapleau area of Ontario. The Company agreed to pay for staking or leasing costs estimated to be approximately $150,000 (paid) plus 15% for administration on all expenses incurred. Upon payment of the acquisition cost, an agreement was formed to perform further exploration work on a pro rata basis plus a 15% administration fee as disclosed in the related party note.

Morin, Ontario

On May 28, 2006, as amended May 14, 2009, the Company entered into an option agreement to acquire a 100% interest in the Morin Property, located in the Keith Township, Ontario. Consideration for the Property consists of $90,000 cash (paid) and 220,000 shares over 3 years (issued). There is a 3% NSR payable to the optionor, of which half may be purchased for $1,000,000.

3.	Mineral Properties (Continued)

Loveland Property Group, Ontario

Loveland Property

On May 18, 2006, the Company entered into an option agreement to acquire a 100% interest in the Loveland 1 Property, located in the Byers and Loveland Townships, Ontario. Consideration for the Property consists of $300,000 cash over 5 years ($200,000 paid), 600,000 shares (400,000 issued), and a work commitment of $150,000 over 5 years (completed). There is a 3% NSR payable to the optionor, of which one-third may be purchased for $1,000,000 and an additional one-third may be purchased for a further $1,000,000.

Commencing 66 months after the date of the agreement, advance royalty payments of $12,500 are payable every 6 months thereafter, until commercial production commences on the property. A further 100,000 shares will be issued after the completion of a positive feasibility study.

On May 18, 2006, the Company entered into an option agreement to acquire a 100% interest in the Loveland 2 Property, located in the Byers, Thorburn and Loveland Townships, Ontario. Consideration for the Property consists of $300,000 payable over 5 years ($200,000 paid), 600,000 shares payable over 5 years (400,000 issued), and a work commitment of $150,000 over 5 years (completed). There is a 3% NSR payable to the optionor of which one-third may be purchased for $1,000,000 and an additional one-third may be purchased for a further $1,000,000. Additional cash consideration in the amount of $25,000 was paid subsequently (August 2009).

ii)

Kamiskotia Property (formerly Moneta Loveland), Ontario

On March 11, 2008, the Company entered into an option agreement to acquire a 100% interest in the Moneta Loveland Property, Ontario. Consideration is $500,000 cash ($350,000 paid) and 1,350,000 common shares (945,000 issued) over 3 years. The property is subject to a 2% NSR.

iii)

Loveland Larche Property, Ontario

In November 27, 2008, the Company entered into an option agreement to acquire a 100% interest in the Larche Property, Ontario. Consideration is $5,000 cash ($5,000 paid).

3.	Mineral Properties (Continued)

Dale Gold Property, Ontario

On February 7, 2007 as amended on December 15, 2008, the Company entered into an option agreement to acquire a 100% interest in the Dale Gold property, Ontario. Consideration consists of $42,500 cash (paid) and 300,000 shares payable over 2 years (issued). The property is subject to a 2% NSR, of which half may be purchased for $1,000,000.

Horwood Property Group, Ontario

Horwood Gold Property

On January 4, 2006, the Company entered into an option agreement to acquire a 100% interest in the Horwood Gold Property, located in Horwood Township, Ontario. Consideration is $50,000 cash (paid) and 200,000 common shares (issued) over a 2 year period. There is a 3% NSR payable to the optionor, of which 2% may be purchased for $1,000,000.

ii)

Horwood Gold 2 Property

On January 4, 2006, the Company entered into an agreement to acquire a 100% interest in the Horwood Gold 2 Property, located in Horwood Township, Ontario. Consideration is $6,000 (paid). There is a 2% NSR to the optionor, of which half may be purchased for $500,000.

iii)

Labbe Property

On January 4, 2006, the Company entered into an option agreement to acquire a 100% interest in the Labbe Property, located in Horwood Township, Ontario. Consideration is $30,000 cash (paid) and 200,000 common shares (issued) over a 2 year period. There is a 3% NSR payable to the optionor, of which 2% may be purchased for $1,000,000.

iv)

Ross Windsor Property

On January 4, 2006, as amended on December 15, 2008, the Company entered into an option agreement to acquire a 100% interest in the Ross Windsor Property, located in Horwood Township, Ontario for $27,500 cash (paid) and 175,000 common shares (issued) over a 3 year period. There is a 3% NSR payable to the optionor, of which 2% may be purchased for $1,000,000.

East Breccia Property, Ontario

On March 1, 2006 as amended on February 10, 2009, the Company entered into an option agreement to acquire a 100% interest in the East Breccia Property, located approximately 65 km north of Saulte Ste. Marie in Nicolet Township, Ontario. Consideration was $127,000 cash ($77,000 paid), 350,000 shares (250,000 issued), and a work commitment of $160,000 over four years (completed). There was a 2% NSR payable to the optionor. This property was terminated in January 2010.

3.	Mineral Properties (Continued)

Cummings Property, Ontario

In December 2008, the Company entered into an option agreement to acquire a 100% interest in the Cummings Property, Ontario. Consideration is $60,000 cash ($10,000 paid). The property is subject to a 2% NSR with a buy back of 1% for $500,000 and an additional 1% for a further $500,000.

Abandoned Claims

During the periods ended January 31, 2010, 2009 and 2008 the Company abandoned certain staked and optioned claims and as a result wrote off a total of $ 447,454, $9,700, and $2,181,735 respectively in mineral property acquisition and deferred exploration costs.

4.	Exploration Advances

The Company advanced $14,649 as at January 31, 2010 for the drilling of the Maskootch Lake Property (2009 - $Nil).

5.	Related Party Transactions

The following related party transactions were in the normal course of operations and measured at the exchange amount, which is the amount established and agreed to by the related parties. The amounts due to related parties were unsecured, non-interest bearing and had no specific terms of repayment. In addition to the related party transactions disclosed in the mineral properties and share capital notes, the Company had the following transactions and balances with related parties:

A private company controlled by an officer of the Company was paid $198,000 (2009 - $140,000; 2008 - $120,000) in respect of administrative expenses. The charges were made under an annual renewable agreement for services and cost recovery. The agreement can be terminated by either party with 30 days notice. The services to the Company included supervision and administration of the financial requirements of the Company’s business; producing quarterly accounts in accordance with public reporting requirements; communicating with various regulatory authorities in order to ensure compliance with all applicable laws; assisting in the preparation of news releases, professional analysis and planning of exploration programs; promotional materials and other documents required to be disseminated to the public and responding to requests for information or questions; providing secretarial services and legal consultation; providing office space, office furniture, boardroom facilities, access to photocopier, fax and such other amenities normally associated with office needs; and providing such other additional instructions and directions as required. As at January 31, 2010, $1,071 (2009 - $Nil) was due to the related party.

During the year, fees for consulting services in the amount of $51,000 (2009 - $72,902; 2008 - $99,100) were paid to directors and officers of the Company and to a company controlled by a former officer of the Company. The Company paid exploration expenditures of $Nil (2009 - $Nil; 2008 - $Nil) to a public company controlled by an officer of the Company and $Nil (2009 - $Nil; 2008 - $31,978) to a public company with common directors. At January 31, 2010, $50,052 (2009 - $35,903) was owed to the related parties.

5.	Related Party Transactions (Continued)

During 2006, the Company acquired a 50% interest in the Chapleau, Forge Lake, and Otter Pond mineral properties from a company with common directors. The Company incurred and deferred $Nil (2009 - $Nil; 2008 - $Nil) for acquisition and exploration expenses and management fees of $Nil (2009 - $Nil; 2008 - $Nil) charged by the related company on these properties. At January 31, 2010, $311,461 (2009 - $429,261) was owed to the related company.

As January 31, 2010 the Company had receivables from one public company related by directors and officers in common of $Nil (2009 – $2,340).

6.	Share Capital

Authorized

Unlimited number of common shares without par value

Private Placements

Period ended January 31, 2010

On January 13, 2010, the Company closed the second tranche of the private placement arranged on December 18, 2009, consisting of 1,011,250 flow-through (“FT”) and 1,570,000 non flow-through (“NFT) units at a price of $0.08 per unit. Total proceeds were $206,500. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder of the flow-through shares to purchase one additional common share at a price of $0.10 per share in the first two years and entitling the holder of the non flow-through shares to purchase one additional common share at a price of $0.10 per share in the first two years and $0.15 in year three and $0.20 in year four and five.

ii)

On December 22, 2009, the Company closed the first tranche of the private placement arranged on December 18, 2009, consisting of 22,169,000 flow-through (“FT”) and 540,000 non flow-through (“NFT) units at a price of $0.08 per unit. Total proceeds were $1,816,720. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder of the flow-through shares to purchase one additional common share at a price of $0.10 per share in the first two years and entitling the holder of the non flow-through shares to purchase one additional common share at a price of $0.10 per share in the first two years and $0.15 in year three and $0.20 in year four and five.

iii)

On November 16, 2009, the Company closed the second tranche of the private placement arranged on September 25, 2009, consisting of 1,350,000 flow-through (“FT”) and 13,010,000 non flow-through (“NFT) units at a price of $0.08 for FT and $0.06 for NFT per unit. Total proceeds were $888,600. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.07 per share in the first year and $0.20 per share in the second, third and fourth years.

6.	Share Capital (Continued)

Private Placements (Continued)

Year ended October 31, 2009

iv)

On October 19, 2009, the Company closed the first tranche of the private placement arranged on September 25, 2009, consisting of 200,000 flow-through (“FT”) and 11,981,000 non flow-through (“NFT) units at a price of $0.08 for FT and $0.06 for NFT per unit. Total proceeds were $734,860. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.07 per share in the first year and $0.20 per share in the second, third and fourth years.

On August 18, 2009, the Company closed the second tranche of the private placement arranged on July 2, 2009, consisting of 1,086,444 flow-through and 7,323,000 non flow-through units at a price of $0.05 for FT and $0.045 for NFT per unit. Total proceeds were $383,857. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.05 in the first year and $0.10 in the second year.

vi)

On July 20, 2009 and September 11, 2009, the Company closed the second tranche of the private placement arranged on June 5, 2009, consisting of 3,128,000 flow-through and 3,000,000 non flow-through units at a price of $0.05 for FT and $0.045 for NFT per unit. Total proceeds were $291,400. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.05 in the first year and $0.10 in the second year.

vii)

On July 15, 2009, the Company closed the first tranche of the private placement arranged on July 2, 2009, consisting of 4,440,000 non flow-through units at a price of $0.045 per unit. Total proceeds were $199,800. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.05 in the first year and $0.10 in the second year.

viii)

On June 10, 2009, the Company closed the first tranche of the private placement arranged on June 5, 2009, consisting of 3,200,000 flow-through and 777,778 non flow-through units at a price of $0.05 for FT and $0.045 for NFT per unit. Total proceeds were $195,000. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.05 in the first year and $0.10 in the second year.

ix)

On January 15, 2009, the Company closed the second tranche of the private placement arranged on December 8, 2008, consisting of 3,516,667 flow-through and 1,000,000 non flow-through units at a price of $0.06 per unit. Total proceeds were $271,000. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.10 per share.

6.	Share Capital (Continued)

On December 31, 2008, the Company closed the first tranche of the private placement arranged on December 8, 2008, consisting of 16,023,332 flow-through and 266,666 non flow-through units at a price of $0.06 per unit. Total proceeds were $977,400. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.10 per share.

Year ended October 31, 2008

xi)

On October 27, 2008, the Company closed the private placement arranged on September 9, 2008, consisting of 17,157,000 flow-through and 2,063,050 non flow-through units at a price of $0.10 per unit. Total proceeds were $1,922,005, $390,000 of which was received during the year ended October 31, 2009. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.15 per share.

xii)

On August 27, 2008, the Company closed the private placement arranged on August 19, 2008, consisting of 4,400,000 flow-through units at a price of $0.13 per unit. Total proceeds were $572,000. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.15 per share.

Private Placements (Continued)

xiii)

On July 16, 2008, the Company closed the private placement arranged on May 15, 2008, consisting of 1,685,000 non flow-through units at a price of $0.25 per unit. Total proceeds were $421,250. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.30 per share.

xiv)

On May 15, 2008, the Company closed the second tranche of the private placement arranged on March 19, 2008, consisting of 2,952,750 flow-through units at a price of $0.28 and 3,870,000 non flow-through units at a price of $0.25 per unit. Total proceeds were $1,794,270. Each unit is comprised of one common share and one non flow-through non transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.30 per share.

xv)

On April 23, 2008, the Company closed the first tranche of the private placement arranged on March 19, 2008, consisting of 4,342,069 flow-through units at a price of $0.28 and 140,000 non flow-through units at a price of $0.25 per unit. Total proceeds were 1,250,780. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.30 per share.

6.	Share Capital (Continued)

Warrants

As at January 31, 2010, there were 132,203,006 (2009 – 71,149,034) warrants outstanding as follows:

	NUMBER OF WARRANTS				EXERCISE PRICE

Outstanding and exercisable at October 31, 2008		61,447,369
Warrants expired		(24,837,500	)	$	0.07, 0.15, 0.30
Warrants granted		55,942,887		$	0.05, 0.07, 0.10
Outstanding and exercisable at October 31, 2009		92,552,756
Warrants granted		39,650,250		$	$ 0.07 & 0.10
Outstanding and exercisable at January 31, 2010		132,203,006

EXPIRY DATE	EXERCISE PRICE	NUMBER OF WARRANTS

April 22, 2010	$0.30	4,482,069
May 14, 2010	$0.30	6,822,750
July 15, 2010	$0.30	1,685,000
August 26, 2010	$0.15	4,400,000
October 27, 2010	$0.15	19,220,050
December 31, 2010	$0.10	16,289,998
January 14, 2011	$0.10	4,516,667
June 9, 2010/2011	$0.05/$0.10	3,977,778
July 14, 2010/2011	$0.05/$0.10	4,440,000
July 19, 2010/2011	$0.05/$0.10	4,998,333
August 17, 2010/2011	$0.05/$0.10	8,409,444
September 10, 2010/2011	$0.05/$0.10	1,129,667
October 18, 2010/2011/2014	$0.07/$0.20	12,181,000
November 15, 2010/2011/2014	$0.07/$0.20	14,360,000
December 21, 2011 – FT	$0.10	22,169,000
December 21, 2011/2014 - NFT	$0.10, 0.15 & 0.20	540,000
January 12, 2012 – FT	$0.10	1,011,250
January 12, 2012/2015 - NFT	$0.10, 0.15 & 0.20	1,570,000
		132,203,006

As at January 31, 2010 the weighted average remaining contractual life of the share purchase warrants was 0.88 years (2009 – 1.43) and the weighted average exercise price was $0.11 (2009 - $0.17).

6.	Share Capital (Continued)

On March 02, 2009, the Company re-priced 8,107,500 warrants, with an expiry date of May 23, 2009 from $0.15 to $0.07 per warrant. The fair value of the re-priced warrants was recorded at $32,291, and was estimated using the Black-Scholes pricing model with the following assumptions:

Expected share price volatility of 103%;

Risk free interest rate of 0.54%;

Expected life of 0.22; and

No dividend yield.

Options

At January 31, 2010, there were 21,152,000 (2009 – 11,870,000) options outstanding as follows:

	NUMBER OF OPTIONS			EXERCISE PRICE

Outstanding and exercisable at October 31, 2008		12,250,000
Options granted		10,180,000		$	0.10
Options expired		(380,000	)	$	0.20
Options cancelled		(748,000	)	$	0.20
Outstanding and exercisable at October 31, 2009		21,302,000
Options cancelled		(150,000	)	$	0.10
Outstanding and exercisable at January 31, 2010		21,152,000

EXPIRY DATE	EXERCISE PRICE	NUMBER OF OPTIONS

July 27, 2010	$0.10	1,420,000
November 16, 2010	$0.10	1,261,000
February 1, 2011	$0.20	605,000
July 5, 2011	$0.15	1,395,000
November 2, 2011	$0.15	87,000
April 16, 2012	$0.12	1,748,000
April 29, 2013	$0.22	4,716,000
February 26, 2014	$0.10	7,340,000
September 22, 2016	$0.10	2,580,000
		21,152,000

6.	Share Capital (Continued)

Options (Continued)

EXERCISE PRICE		NUMBER OF OPTIONS OUTSTANDING AND EXERCISABLE		WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)		WEIGHTED AVERAGE EXERCISE PRICE

$	0.10		12,601,000		2.71	$	0.10
$	0.12		1,748,000		2.21	$	0.12
$	0.15		1,482,000		1.45	$	0.15
$	0.20		605,000		1.01	$	0.20
$	0.22		4,716,000		3.25	$	0.22
			21,152,000		2.65	$	0.13

As at January 31, 2010 the weighted average remaining contractual life of the options was 2.65 years (2009 – 3.29) and the weighted average exercise price was $0.13 (2009 - $0.17).

On February 27, 2009, the Company re-priced 8,983,000 options that expire from February 01, 2011 through April 30, 2013. The options were originally valued between $0.12 and $0.22, and were re-priced to $0.10. The re-pricing of insiders’ options is subject to shareholders’ approval. The fair value of the options was estimated on the date of re-pricing, to be $67,865 using the Black-Scholes valuation model.

Stock Option Grants – Year ended October 31, 2009

On September 23, 2009, the Company granted 2,580,000 incentive stock options at a price of $0.10 per share, exercisable for a period of five years. In February 2010, the period was extended to seven years. Stock based compensation amount didn’t change.

On February 27, 2009, the Company granted 7,600,000 incentive stock options at a price of $0.10 per share, exercisable for a period of five years.

Stock Option Grants – Year ended October 31, 2008

On April 30, 2008, the Company granted 5,231,000 incentive stock options at a price of $0.22 per share, exercisable for a period of five years.

Stock Based Compensation

The Company, in accordance with the policies of the TSX Venture Exchange, is authorized to grant options to directors, officers, employees, and consultants to acquire up to 10% of the issued and outstanding common stock.

Stock based compensation on options in the period ended January 31, 2010 was $Nil (2009 - $Nil; 2008 - $Nil).

6.	Share Capital (Continued)

Stock Based Compensation (Continued)

The fair value for options was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions:

	2009
	REPRICING	2009	2008

Average risk-free interest rate	1% - 2%	2.5%	3%
Expected life	1.93 – 4.17	5 years	5 years
Expected volatility	87% - 106%	92% - 93%	85%
Expected dividends	Nil	Nil	Nil

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options.

Flow-Through Commitment

In February 2010, the Company renounced $2,461,742 (2009 - $5,310,649). The tax liabilities of $738,523 (2009 - $1,593,195) associated with these expenditures have been recorded in February 2010.

7.	Commitments

On September 21, 2006, the Company’s shareholders approved a Plan of Arrangement (“the Arrangement”) dated August 11, 2006 to reorganize certain of the Company’s diamond properties. On September 26, 2006, the final court order approving the Arrangement between the Company and its newly formed subsidiary, Diamondcorp Resources Inc. (“Diamondcorp”), was accepted.

On the effective date of the Arrangement yet to be determined, the Company’s common shares will be restructured into new common shares and reorganization shares. On the effective date, each shareholder will receive three new common shares and one reorganization share for each three common shares of the Company held on the effective date. Each reorganization share will be exchanged for one Diamondcorp common share such that Diamondcorp will hold all of the reorganization shares. The Company will then redeem all of the reorganization shares and the transfer of the certain mineral properties to Diamondcorp will satisfy the aggregate redemption price.

The transferred mineral properties and related obligations in respect of these properties held by the Company will be at their carrying values in consideration for a corresponding number of Diamondcorp shares issued at fair value. In addition as contingent consideration from Diamondcorp, certain of the Company’s mineral property agreements contain anti-dilution provisions such that the issue of the Company’s shares will also require the issue of Diamondcorp shares on a three to one basis.

7.	Commitments (Continued)

On the effective date, the exercise price of all outstanding options and warrants will be adjusted and the options and warrants shall be separated so as to be exercisable separately into new common shares and Diamondcorp common shares on the basis that for every three common shares purchasable on exercise of the options and warrants prior to the effective date, the holder thereof will be entitled to purchase, on exercise of options and warrants, three new common shares and separately one Diamondcorp Common Share.

The Company entered into a loan agreement dated August 4, 2006, as extended August 1, 2007, with Diamondcorp and advanced $100,000 for necessary working capital and to meet expenses prior to the effective date. The working capital loan bears interest from the date of each advance to the day of repayment at the rate of 5% per annum with interest being added to the principal on each annual anniversary of the date of advance. The entire working capital loan and interest accrued from such advance was repaid in the amount of $90,000 on February 2, 2009 and the balance on May 4, 2009.

By an agreement dated February 1, 2009, the Company entered into an administrative services agreement with a company controlled by a director and officer as described in the related party note. A management fee was payable at a minimum monthly fee of $60,000, a maximum monthly fee of $70,000 in higher activity periods, and a reimbursement of actual out-of-pocket costs plus 5% for administrative overhead.

8.	Income Taxes

A reconciliation of income taxes at statutory rates to the Company’s effective income tax expense is as follows:

	2009			2008			2007

Statutory tax rate		30	%		32	%		34	%

Computed tax recovery	$	(551,000	)	$	(1,355,000	)	$	(80,000	)
Changes in temporary differences		-			-			(33,000	)
Unrecognized items for tax purposes		179,000			949,000			117,000
Benefit of income tax assets recognized (not recognized)		(1,011,000	)		324,480			(1,181,276	)
Expenses resulting from change to tax rate		-			22,000			-

	$	(1,383,000	)	$	(59,520	)	$	(1,177,276	)

8.	Income Taxes (Continued)

The significant components of the Company’s future income tax assets are as follows:

	2009			2008			2007

Exploration and development deductions	$	(1,426,000	)	$	(33,000	)	$	(678,000	)
Non-capital losses carried forward		1,507,000			1,478,000			1,089,000
Other temporary differences		-			-			72,000
		81,000			1,445,000			483,000
Valuation allowance		(81,000	)		(1,445,000	)		(483,000	)

	$	-		$	-		$	-

The Company has Canadian non-capital losses carried forward of approximately $6,029,000 (2008 - $4,668,374) that may be available for tax purposes. The potential tax benefits of these losses have not been recognized as realization is not considered more likely than not. The losses expire as follows:

2010	$	70,000
2014	$	277,000
2015	$	319,000
2016	$	349,000
2017	$	950,000
2027	$	1,168,000
2028	$	1,487,000
2029	$	1,409,000
	$	6,029,000

The Company has resource pools of approximately $9.8 million (2008 - $13.6 million) available to offset future taxable income. The tax benefit of these amounts is available for carry-forward indefinitely.

The Company is permitted, under Canadian income tax legislation, to renounce flow-through related resource expenditures to investors in advance of the Company incurring the expenditure. In accordance with this legislation, the Company has twelve months following the effective date of renunciation to incur the expenditures. The Company begins incurring interest charges for unspent funds after one month and fees for unspent funds at the end of the calendar year following the effective date of renunciation, and until such time as funds are fully expended.

In connection with the issuance of flow-through shares, to date the Company has renounced, to the shareholders, the tax benefits associated with $5,310,650 (2008 - $192,000) in Canadian exploration expenditures incurred. Future income taxes of $1,383,000 (2008 - $59,520; 2007 - $1,177,276) on the exploration expenditures renounced to shareholders were applied against share capital.

During fiscal 2008 the Company incurred a $42,910 (2008 - $Nil; 2007 - $105,322) Part XII.6 tax expense on the monthly unspent balance of flow-through funds.

8.	Income Taxes (Continued)

At January 31, 2010, the Company was obligated to incur $2,197,682 (2009 - $2,289,121) in eligible Canadian exploration expenses (CEE) prior to December 31, 2010 pursuant to flow-through share purchase agreements. The Company met its CEE obligations for December 31, 2009 and 2008.

9.	Capital Management

The Company manages capital with the goal to safeguard the Company’s ability to continue as a going concern and ensure its ability to further explore and develop its mineral property holdings in Canada. The Company includes cash and the components of shareholders’ equity in the definition of capital.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

To ensure continued operations, the Company depends on external financing to fund its activities. The Company defines capital that it manages as share capital, and cash and cash equivalents. In the past fiscal year the Company has completed private placements, which provided sufficient funding for the current year’s operational activities.

In the past, the Company has been successful in raising funds through the issuance of share capital. It is uncertain, however, how successful the Company will be in raising more funds in the current difficult market conditions. The Company currently has insufficient funds for its operational activities and will require equity financing, joint ventures or other forms of financing in order to fund continued exploration activities, flow-through expenditure obligations, and administrative overhead costs for the coming year.

10.	Financial Instruments and Risk Management

Financial assets and financial liabilities are measured on an ongoing basis at fair value or amortized cost. The disclosures in the notes to these consolidated financial statements describe how the categories of financial instruments are measured and how income and expenses, including fair value gains and losses, are recognized.

10.	Financial Instruments and Risk Management (Continued)

As at January 31, 2010, the classification of the financial instruments, as well as their carrying values and fair values, are shown in the table below:

	HELD FOR TRADING		LOANS AND RECEIVABLES/ OTHER		TOTAL CARRYING VALUE		FAIR VALUE
Financial assets
Cash and cash equivalents	$	720,860	$	-	$	720,860	$	720,860

Financial liabilities
Accounts payable and accrued liabilities	$	-	$	293,220	$	293,220	$	293,220
Accounts payable, related parties		-		362,584		362,584		362,584
	$	-	$	655,804	$	655,804	$	655,804

The Company has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies; however, considerable judgement is required to develop certain of these estimates. The estimated fair value amounts can be materially affected by the use of different assumptions or methodologies.

The methods and assumptions used to estimate the fair value of financial instruments are described below:

The Company is exposed to potential loss from various risks including commodity price risk, interest rate risk, credit risk and liquidity risk. Based on the Company’s operations the liquidity risk and commodity risk are considered the most significant.

Commodity price risk

The Company’s ability to raise capital to fund exploration or development activities is subject to risk associated with fluctuations in the market prices of base and precious metals including silver, zinc and lead, and the outlook for these metals. The Company does not have any hedging or other derivative contracts respecting its operations.

Market prices for metals historically have fluctuated widely and are affected by numerous factors outside of the Company’s control, including, but not limited to, levels of worldwide production, short-term changes in supply and demand, industrial and retail demand, central bank lending, and forward sales by producers and speculators. The Company has elected not to actively manage its commodity price risk, as the nature of Company’s business is in exploration.

Liquidity risk

The liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk through careful management of its financial obligations in relation to its cash position. Using budgeting processes the company manages its liquidity requirements based on expected cash flow to ensure there are adequate funds to meet the short term obligations during the year.

10.	Financial Instruments and Risk Management (Continued)

During the past year the Company has been able to maintain its liquidity position through private placements. However, the difficult market conditions make it uncertain whether the Company can continue to raise adequate funds to meet its financial obligations.

11.	Subsequent Events

In addition to information disclosed elsewhere in these notes, the following occurred during the period subsequent to January 31, 2010:

In February 2010, the Company granted 2,400,000 stock options to directors and officers and 2,610,000 stock options to employees and consultants at a price of $0.10 each for a period of seven years. Also, the period for the stock options previously announced on September 23, 2009 was extended to seven years.

12.	Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”)

These consolidated financial statements have been prepared in accordance with GAAP in Canada that differ in certain material respects from GAAP in the United States (“US”). The major differences between Canadian and US GAAP, which affect the Company’s consolidated financial statements, are as follows:

Mineral property exploration and development

Under US GAAP, mineral exploration and development property expenditures are expensed in the year incurred in a development stage company until there is substantial evidence that a commercial body of ore has been located. Canadian GAAP allows resource exploration and development property expenditures to be deferred and capitalized during this process. Accordingly, for US GAAP purposes, for all periods presented, the Company has expensed all land use costs for mineral properties and capitalized exploration costs, which have been incurred by the Company, for which commercially mineable revenues do not exist.

Flow-through shares

Under Canadian income tax legislation a company is allowed to issue flow-through shares pursuant to which the Company renounces Canadian exploration expenditures to the flow-through share investors for an amount equal to the share issuance price.

Under Canadian GAAP, the Company recognizes a future income tax benefit upon the renouncement of these exploration expenditures for the amount of the future tax value of the expenditures renounced. Under U.S. GAAP, the recognition of this future income tax benefit is limited to the extent that the issue price of the flow-through shares exceeds the fair value of the Company’s shares on the date that the flow-through shares are sold. This price difference has not been significant and the entire future tax benefit recorded under Canadian GAAP has not been recognized for US GAAP purposes.

12.	Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”) (Continued)

Mineral property exploration and development (Continued)

The effects on the Company’s consolidated financial statements are summarized below:

	2010			2009			2008
Consolidated Statements of Operations and Comprehensive Loss

Net loss and comprehensive loss for the year under:
Canadian GAAP	$	(567,934	)	$	(450,407	)	$	(4,232,821	)
Add: Mineral property exploration and development expenditures		(1,390,273	)		(1,595,835	)		(9,870,744	)
Less: Write-down of properties		447,454			72,248			2,181,735
Add: Flow-through shares future income tax benefit not recognized		(210,195	)		(1,383,000	)		(59,520	)
Net loss under US GAAP	$	(1,720,948	)	$	(3,356,994	)	$	(11,981,350	)
Loss per share – US GAAP	$	(0.01	)	$	(0.02	)	$	(0.09	)

	2010			2009			2008
Consolidated Statements of Cash Flows

Cash flows (used in) operating activities – Canadian GAAP	$	(492,342	)	$	(1,208,433	)	$	(1,932,338	)
Exploration advances		245,351			(240,000	)		-
Mineral exploration costs capitalized in the year and not expensed		(1,524,906	)		(2,341,557	)		(7,639,579	)
Cash flows (used in) operating activities – US GAAP	$	(1,771,897	)	$	(3,789,990	)	$	(9,571,917	)

Cash flows (used in) investing activities – Canadian GAAP	$	(1,279,555	)	$	(2,581,557	)	$	(7,639,579	)
Exploration advances		(245,351	)		240,000			-
Mineral exploration costs capitalized in the year and not expensed		1,524,906			2,341,557			7,639,579
Cash flows (used in) investing activities – US GAAP	$	-		$	-		$	-

12.	Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”) (Continued)

Mineral property exploration and development (Continued)

	2010			2009			2008
Consolidated Balance Sheets

Assets
Mineral Properties
Canadian GAAP	$	16,506,837		$	15,564,018		$	14,040,431
Resource property expenditures (cumulative)		(16,506,837	)		(15,564,018	)		(14,040,431	)

United States GAAP	$	-		$	-		$	-

Stockholders’ Equity
Canadian GAAP	$	16,666,508		$	15,183,007		$	12,754,179
Resource property expenditures (cumulative)		(16,506,837	)		(15,564,018	)		(14,040,431	)
United States GAAP	$	159,671		$	(381,011	)	$	(1,286,252	)

New accounting pronouncements

Recently Issued United States Accounting Pronouncements:

In June 2009, the Financial Accounting Standards Board (“FASB”) issued new accounting standards related to its accounting standards codification of the hierarchy of generally accepted accounting principles. The new standard is the sole source of authoritative generally accepted accounting principles of the United States (“U.S. GAAP”) to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification superseded non-SEC accounting and reporting standards. All accounting literature that is not in the Codification, not issued by the SEC and not otherwise grandfathered is non-authoritative. The new standard is effective for the Company’s interim quarterly period beginning September 1, 2009. Pursuant to the provisions of FASB ASC 105, the Company has updated the references to GAAP in its financial statements...

In June 2009, the FASB issued new accounting standards to address the elimination of the concept of a qualifying special purpose entity which also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, this standard provides more timely and useful information about an enterprise’s involvement with a variable interest entity. The standard will become effective in the first quarter of the Company’s fiscal 2010. We are currently evaluating the impact of this standard on our consolidated financial statements.

12.	Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”) (Continued)

New accounting pronouncements (Continued)

Recently Issued United States Accounting Pronouncements (Continued):

In May 2009, FASB issued new accounting standards on subsequent events that established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, it provides (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The new standard is effective for interim or annual periods ending after June 15, 2009. The Company has evaluated all subsequent events through the date of filing of its Form 20-F for the year ended October 31, 2009.

In April 2009, the FASB issued new accounting standards on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. This new standard provides additional guidance for estimating fair value in accordance with the accounting standard on fair value measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The new standard is effective for interim and annual reporting periods ending after June 15, 2009.

In April 2009, the FASB issued new accounting standards on recognition and presentation of other-than-temporary impairments. This amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the financial statements. The most significant change is a revision to the amount of other-than-temporary loss of a debt security recorded in earnings. The new standard is effective for interim and annual reporting periods ending after June 15, 2009.

In April 2009, the FASB issued new accounting standards on interim disclosure about fair value of financial instruments. The standard requires disclosure about the fair value of financial instruments for interim reporting periods as well as annual statements. The standard is effective for the Company as of November 1, 2009.

12.	Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”) (Continued)

New accounting pronouncements (Continued)

Recently Issued United States Accounting Pronouncements (Continued):

In March 2009, the FASB issued new accounting standards on disclosures about derivative instruments and hedging activities that intends to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. The new standard also requires disclosure about an entity’s strategy and objectives for using derivatives, the fair values of derivative instruments and their related gains and losses.

The standard is effective for fiscal years and interim periods beginning after November 15, 2008, and will be applicable to the Company’s fiscal year beginning November 1, 2009.

In December 2007, the FASB issued new accounting standards on, business combinations that established principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The standard requires retroactive adoption of the presentation and disclosure requirements for existing minority interests and shall be applied prospectively as of the Company’s fiscal year ended November 1, 2009.

The adoption of these above described new pronouncements is not expected to have a material effect on the Company’s consolidated financial position or consolidated results of operations.

Cumulative inception to date information

Statement of Financial Accounting Standards No. 7, “Accounting and Reporting by Development Stage Enterprises” requires mining companies in the exploration stage to report additional cumulative information from inception. The Company changed its business in the year ended October 31, 2002 and entered the mining exploration business. The following information includes cumulative inception to date information from November 1, 2001. Pre-exploration stage stockholders’ deficiency as of October 31, 2001 in the amount of $(67,604) comprised of issued share capital and deficit in the amounts of $3,297,092 (2,309,651 common shares) and $(3,364,696) respectively, have been excluded from the cumulative inception to date information.

12.	Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”) (Continued)

Cumulative inception to date information (Continued)

Consolidated Balance Sheets (US GAAP)	Cumulative Amounts From Inception
Shareholders’ Equity (Stockholders’ Equity)	NUMBER OF SHARES			SHARE AMOUNT
Share Capital	NUMBER OF SHARES			SHARE AMOUNT
Issued for
Loan bonus		411,111		$	80,000
Property acquisition		8,761,269			1,413,740
Shares for debt		5,399,438			681,864
Issued for cash
Private placements		208,586,554			22,577,367
Exercise of options/warrants		41,497,833			5,714,267
Share issuance costs		-			(1,258,715	)
Share Subscriptions Receivable		-			(91,200	)
Fair value of stock options exercised		-			12,521
Cancellation of the escrow shares		(25,000	)		(250	)
		264,631,205			29,129,594
Contributed Surplus					1,959,495
Deficit Accumulated During The Exploration Stage					(31,309,268	)
				$	(220,179	)

Consolidated Statements of Operations and Comprehensive Loss (US GAAP)	Cumulative Amounts From Inception
Administrative Expenses
Amortization	$	1,826
Consulting fees		1,423,459
Financing fees		112,500
Interest on debt		79,933
Investor relations and promotion		688,055
Legal and accounting		449,265
Management fees		2,558,375
Office and miscellaneous		271,670
Part XII.6 tax		145,667
Regulatory fees		333,607
Stock based compensation		1,913,992
Transfer agent fees		89,601
Write-off of mineral properties		447,454
Recovery of prior year expenses		(24,605	)
Other Income (Expenses)
Re-pricing of Warrants		27,774
Mineral property exploration and development		22,830,710
Interest income		(40,014	)
Net Loss And Comprehensive Loss From Inception	$	(31,309,268	)

12.	Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”) (Continued)

Cumulative inception to date information (Continued)

Statements of Cash Flows (US GAAP)	Cumulative Amounts From Inception
Cash Provided By (Used For)

Operating Activities
Net loss and comprehensive loss from inception	$	(31,309,268	)
Add items not affecting cash:
Amortization		1,826
Shares and options issued for mineral properties and loans		2,175,604
Other assests written off		447,454
Stock based compensation		1,913,992
Re-pricing of warrants		27,774
Change in non-cash operating assets and liabilities		522,057
		(26,220,561	)
Financing Activities
Share subscriptions receivable		(91,200	)
Issuance of share capital		28,291,634
Share issuance costs		(1,258,965	))
		26,941,469
Investing Activity
Purchase of equipment		(1,826	)

Net Increase (Decrease) In Cash And Cash Equivalents	$	719,082

Amador Gold Corp.

Schedule of Mineral Property Expenditures (Unaudited)

For the period ended January 31, 2010

	Red Lake Group Ontario		Silverstrike Group Ontario		Donovan Basin Ontario		Ajax Group Ontario		Timmins West Group Ontario		Blackstock Ontario		Oke & Ford Property Ontario
Acquisition Costs
Opening balance	$	220,154	$	299,130	$	243,760	$	203,698	$	377,265	$	33,960	$	134,300
Staking costs		-		-		-		-		65,000		-		-
Option payments cash		-		35,000		18,000		-		-		-		-
Option payments shares		-		-		-		-		22,500		-		-
Administration fee		-		-		-		-		-		-		-
Write-off		-		-		-		-		-		-		-
Closing balance		220,154		334,130		261,760		203,698		464,765		33,960		134,300

Deferred Exploration
Opening balance		596,919		1,735,722		807,344		1,713,114		713,803		37,319		-
Consulting		-		473		-		-		-		-		-
Drilling		297,089		-		-		-		-		-		-
Geological		83,718		-		-		-		3,350		-		-
Line cutting		-		-		-		-		26,280		-		-
Mapping and sampling		10,023		-		-		-		-		-		-
Equipment rentals		7,943		-		-		-		-		-		-
Administration fee		-		-		-		-		-		-		-
Surveying		-		-		-		-		42,800		-		-
Write-off		-		-		-		-		-		-		-
Closing balance		995,693		1,736,195		807,344		1,713,114		786,233		37,319		-
Balance, End Of Period	$	1,215,847	$	2,070,325	$	1,069,104	$	1,916,812	$	1,250,998	$	71,279	$	134,300

Amador Gold Corp.

Schedule of Mineral Property Expenditures (Unaudited)

For the period ended January 31, 2010

	Chapleau Group Ontario		Morin Property Ontario		Loveland Property Group Ontario		Horwood Group Ontario		Dale Gold Property Ontario		East Breaccia Ontario
Acquisition Costs
Opening balance	$	564,806	$	121,200	$	1,180,119	$	278,622	$	86,250	$	154,084
Staking costs		-		-		250		-		-		-
Option payments cash		-		-		50,000		-		-		-
Option payments shares		-		-		-		-		-		-
Administration fee		-		-		-		-		-		-
Write-off		-		-		-		-		-		(154,084	)
Closing balance		564,806		121,200		1,230,369		278,622		86,250		-

Deferred Exploration
Opening balance		1,389,989		2,868		2,279,698		1,716,119		21,808		178,891
Consulting		-		-		-		-		-		-
Drilling		-		-		155,504		213,493		-		92,761
Geological		-		-		28,190		62,149		175		15,571
Line cutting		-		-		1,765		-		-		4,967
Mapping and sampling		-		-		13,097		38,567		-		1,179
Equipment rentals		-		-		3,972		22,699		-		-
Administration fee		-		-		-		-		-		-
Surveying		-		-		-		-		-		-
Write-off		-		-		-		-		-		(293,370	)
Closing balance		1,389,989		2,868		2,482,224		2,053,027		21,983		-
Balance, End Of Period	$	1,954,795	$	124,068	$	3,712,593	$	2,331,649	$	108,233	$	-

Amador Gold Corp.

Schedule of Mineral Property Expenditures (Unaudited)

For the period ended January 31, 2010

	Timmins North, Ontario		Rawlinson Lake Ontario		Cummings Ontario		Total
Acquisition Costs
Opening balance	$	55,160	$	-	$	5,000	$	3,957,509
Staking costs		68,759		-		-		69,009
Option payments cash		-		-		5,000		173,000
Option payments shares		-		-		-		22,500
Administration fee		-		-		-		-
Write-off		-		-		-		(154,084	)
Closing balance		123,919		-		10,000		4,067,934

Deferred Exploration
Opening balance		406,650		6,265		-		11,606,509
Consulting		-		-		-		473
Drilling		-		-		-		758,846
Geological		-		-		-		193,153
Line cutting		-		-		-		33,012
Mapping and sampling		-		-		-		62,866
Equipment rentals		-		-		-		34,614
Administration fee		-		-		-		-
Surveying		-		-		-		42,800
Write-off		-		-		-		(293,370	)
Closing balance		406,650		6,265		-		12,438,903
Balance, End Of Period	$	530,569	$	6,265	$	10,000	$	16,506,837

Amador Gold Corp.

Schedule of Mineral Property Expenditures (Unaudited)

For the period ended January 31, 2010

	Red Lake Group Ontario		Silverstrike Group Ontario		Donovan Basin Ontario		Ajax Group Ontario		Fripp Ontario		Blackstock Ontario		Oke & Ford Property Ontario		Forge Lake Ontario		Otter Pond Property Ontario
Acquisition Costs
Opening balance	$	218,714	$	281,730	$	240,460	$	203,698	$	61,007	$	25,360	$	134,300	$	46,827	$	44,101
Staking costs		-		-		-		-		-		-		-		-		-
Option payments cash		-		7,500		-		-		-		-		-		-		-
Option payments shares		-		8,250		-		-		-		-		-		-		-
Finder’s fees cash		-		-		-		-		-		-		-		-		-
Administration fee		-		-		-		-		-		-		-		-		-
Write-off		-		-		-		-		-		-		-		-		-
Closing balance		218,714		297,480		240,460		203,698		61,007		25,360		134,300		46,827		44,101

Deferred Exploration
Opening balance		575,104		1,581,412		737,020		1,672,562		328,926		36,619		-		5,647		5,031
Consulting		5,997		-		-		-		-		-		-		-		-
Drilling		-		-		-		8,100		-		-		-		-		-
Geological		260		9,849		3,800		975		5,389		-		-		-		-
Line cutting		-		-		-		-		8,740		-		-		-		-
Mapping and sampling		3,023		3,547		210		-		-		-		-		-		-
Equipment rentals		706		3,388		-		-		1,129		-		-		-		-
Miscellaneous		-		-		-		-		-		-		-		-		-
Administration fee		-		6,000		-		-		-		-		-		-		-
Surveying		-		17,866		-		-		-		-		-		-		-
Write-off		-		-		-		-		-		-		-		-		-
Closing balance		585,090		1,622,061		741,030		1,681,637		344,184		36,619		-		5,647		5,031
Balance, End Of Period	$	803,804	$	1,919,541	$	981,490	$	1,885,335	$	405,191	$	61,979	$	134,300	$	52,474	$	49,132

Amador Gold Corp.

Schedule of Mineral Property Expenditures (Unaudited)

For the period ended January 31, 2010

	Morin Property Ontario		Loveland Property Group Ontario		Chewett Property Ontario		Dale Gold Property Ontario		Chapleau Ontario		Horwood Ontario		East Breaccia Ontario		Keith & Sewell Ontario
Acquisition Costs
Opening balance	$	87,200	$	527,144	$	20,180	$	65,500	$	399,529	$	265,872	$	134,584	$	198,758
Staking costs		-		3,400		-		-		-		-		-		-
Option payments cash		-		5,000		-		-		-		7,500		-		-
Option payments shares		-		-		-		-		-		5,250		-		-
Finder’s fees cash		-		-		-		-		-		-		-		-
Administration fee		-		-		-		-		-		-		-		-
Write-off		-		-		-		-		-		-		-		-
Closing balance		87,200		535,544		20,180		65,500		399,529		278,622		134,584		198,758

Deferred Exploration
Opening balance		831		1,655,133		29,468		21,721		1,422,201		1,516,280		172,185		229,252
Consulting		-		-		-		-		-		-		-

AMADOR GOLD CORP 6-K