Summary Discussion

The 2005 third quarter’s general and administrative expenses were reduced substantially from the second quarter fiscal, 2005. Most of the Company’s focus was on maintaining its assets in good standing, completing regulatory filings, incorporating a Mexican subsidiary, working on joint venture documents, and obtaining legal opinions and status reports on the Nevada and Mexico properties. General and administrative expenses were within $5,000 of the third quarter fiscal 2004, with the primary difference being increased regulatory costs and administration expenses. Property acquisition costs increased $62,560 because of option payments and finders fee payments made for the Nevada and Mexico properties. Exploration expenditures were incurred as a result of costs related to mineral property reports.

Harrison Lake Properties, British Columbia

Pursuant to a Sale and Purchase Agreement dated March 7, 2003 and acquisition by staking, the Company holds and has staked an undivided 50% right, title, and interest in 87 contiguous mineral claims comprised of 852 claim units of the Harrison Lake Property (the “Property”) for $34,956 (paid), the issuance of 250,000 common shares (issued), and by incurring not less than $200,000 of exploration and property maintenance expenditures upon or in relation the Property (expended in full). The Property is subject to a 2.0% Net Smelter Royalty and a 7.5% Rock Royalty, 50% of which would be contributed by the Company and the balance by the Third Party.

The remaining 50% interest in the Property was acquired by Sutcliffe Resources Ltd. (the “Third Party”), upon finalization of a Sale, Purchase and Assignment Agreement between the Property vendor, the Third Party, and the Company. As a condition of the Third Party’s acquisition of their interest in the Property, the Third Party and the Company have executed a Joint Venture Agreement dated August 27, 2003 which shall become effective upon the Third Party completing an exploration program of no less than $300,000 on the Property, but in any event no later than March 31, 2006. The Property Net Smelter Royalty can be reduced to 1% by payment of $1,000,000 to the Property vendor. Advance royalty payments totaling $18,000 are payable by the joint venture beginning July 1, 2008.


The Property is located in the same ultramafic intrusive belt that hosted past nickel-copper producer B.C. Nickel Mine (held by Giant Mascot Mines Ltd. now Barrick Gold Corporation, and previously also known as the Pacific Nickel Mine). The Company’s ground covers some 55 kilometers on the northwest trending ultramafic intrusive belt, 20 kilometers northwest and along strike from the B.C. Nickel Mine. This active and under-explored region is within two hours drive of Vancouver, B.C.

The Company also holds a 100% right and option to acquire the Jason Property, representing 11 contiguous 1-unit legacy claims and one 6-cell tenure claim within the Property boundaries. The regional and claims specific geological work on the Jason Property to date suggests the ground is prospective for nickel, copper, platinum/palladium, gold, cobalt, chromium and silver hosted in a massive sulphide deposit. Under the terms of the Jason Property option agreement, amended a number of times between September 2002 and February 2005, cash payments totalling $76,000 ($37,250 paid) and share payments totalling 200,000 common shares (25,000 shares issued), are both due by January 31, 2007 (the next payment of 50,000 shares is due within five (5) days of the Company’s shares being listed for trading on a Canadian stock exchange). In addition, exploration and development expenditures totalling $500,000 are to be incurred by July 31, 2008 (over $50,000 exploration work completed) and a feasibility study is to be completed by September 30, 2009. On July 7, 2005, the Company amended the option agreement to extend the dates of certain obligations of exploration and development expenditures to July 31, 2006. The Jason Property straddles the junction of Cogburn Creek and Hut Creek approximately 17 kilometres northwest of the Giant Mascot Mine.

During the year 2003, the Company increased its holdings in the Harrison Lake area by entering into three purchase agreements to acquire the Yale I, II, and III properties. Total consideration was the issuance of 100,000 common shares by March 31, 2003 (issued) and the payment of $5,000 on or before December 31, 2003 (paid). The properties are subject to a 2.5% net smelter royalty of which 40% can be acquired by the Company for a total of $400,000. The Company’s interest in these claims is to be contributed to the Joint Venture described above.

Cumulative property acquisition and deferred exploration expenditures to September 30, 2005 exceed $412,000, for the Harrison Lake, Jason and Yale Properties.

Simon Property, Nevada

The Company executed an option agreement dated December 15, 2004, amended January 10, 2005, to acquire the Simon Property near Mina, Nevada, representing 20 patented mineral claims and 9 unpatented claims (six newly staked) within the Simon Property boundaries. Under the Simon Property Option Agreement the Company may acquire 100% interest in the property by making cash payments totaling US $900,000. US $6,000 was due on execution (paid) and the remainder is payable at a rate of US $3,000 a month, or 1½ % of net smelter returns, whichever is greater, due on the 15th of every month starting January 15, 2005. All payments are current through September, 2005.

A 200,000 common share finder’s fee is payable (80,000 shares issued) over a period of two years as a result of this purchase provided that the option agreement remains in good standing.

Mexican Properties, Senora

On April 21, 2005, the Company entered into option agreements to acquire a 100% interest in the Hilda 30 Property located in the Yecora District, in the eastern area of the State of Sonora, Mexico, approximately 240 kilometres ESE of Hermosillo, near the village of Guadalupe. The Company is acquiring 20% and 80% interests in the 257 hectare Hilda 30 Property under two separate option agreements. The option agreements require the Company to make total cash payments of US$25,000 and US$1,000,000, respectively, over a period of fourteen years until the full purchase price of US$1,025,000 has been paid (paid US$42,000 to September 30, 2005).

The La Esperanza Property, consisting of approximately 1,764 contiguous hectares, was acquired for US$5,000, staking costs and the issuance of 30,000 common shares, and is a 100% owned silver/gold polymetallic property located approximately 45 kilometres NW of the Hilda 20 Property. Finder’s fees of up to 300,000 shares are to be paid over two years, provided the Hilda 30 option agreements remain in good standing, and up to 100,000 shares provided the La Esperanza claims remain in good standing.

The Company completed a technical report on the Mexican Properties in July, 2005, which is available on the internet at the SEDAR website, namely www.sedar.com.

Exploration Program

To date, the Company’s Harrison Lake Properties exploration programs have included: a compilation of relevant Harrison Lake Area geological research material; assisting the B.C. Geological Survey in fieldwork; locating and assessing access; prospecting; geological mapping; economic geology potential; silt sampling; structural analysis; linecutting and geochemistry; thin section analysis of selected rocks; magnetic and ground geophysics; and AeroTEM airborne geophics. Preliminary geological mapping of drainages and roads was mainly geared to locating evidence of ultramafic and mineralized outcrops as well as identifying accessible areas for subsequent detailed mapping and surveying. In addition, geological mapping of the old mine area was undertaken to create a knowledge base for mapping of the Harrison Lake Properties. Prospecting entailed following existing and overgrown logging roads, sampling and recording outcrops, reviewing soils and rock in large drainages which had been transported downstream and traverses along ridges. Prospecting, in conjunction with geology, yielded data that adds to the understanding of the detailed geology. Numerous rock samples have been collected and cut sections were made from rocks from all the Property areas reflecting different rock types which have undergone thin section analysis.

Geological traverses over the claims identified various geological units present in the area, including the metasedimentary and metavolcanics of the Slollicum and Settler Schists, the metagabbro, metavolcanics and ultramafics of the Cogburn Schist and the intrusive ultramafics and Spuzzum Diorite and its equivalents (Hut Creek Pluton, Urquhart Intrusive, Scuzzy Diorite).

A geophysical and geochemical program on the Jason Property including line cutting, began in June, 2004 and was completed in the third quarter, 2004. During the fourth quarter, the Company and Sutcliffe contracted and completed an AeroTEM airborne geophysics program over the Harrison Lake Properties. The Company has spent over $412,000 on acquisition and exploration of the Harrison Lake Area Properties in the past four years. Sutcliffe is to expend $300,000 on the Harrison Lake Properties pursuant to the Sale, Purchase and Assignment Agreement.

Exploration Results

The Geology Report –“Harrison Lake Nickel Copper Massive Sulphide Project” was completed in May 2003 by George E. Nicholson, P. Geo. and Charles J. Greig, M.Sc., P. Geo., and updated at January, 2005 as a result of the 2004 work programs, including the AeroTEM airborne geophysics program. This comprehensive report runs to two volumes, and was prepared for the Company and for Sutcliffe. It describes the broad geological aspects of the ultramafic belt associated with the Giant Mascot Mine. The geology of the ultramafic belt was confirmed to be in distinctive sequential units broadly summarized as the Settler Schist on the east and the Cogburn Schist in the central portion and the Settler Schist (or Slollicum Metavolcanic Schist) to the west. The Spuzzum Diorite is found on the east and south side of the belt and within it, and the ultramafic intrusives are generally located within the belt.

Ultramafic units were identified on the Property by prospecting and initial geological mapping. It was noted that disseminated sulphides were present in many localities and on a few occasions some sulphide stringers were found. Ultramafic rocks are associated with the most prolific part of the belt and, more significantly, any sulphides found, principally pyrrhotite, are associated with ore bearing areas. All the coarse grained ultramafics that have been identified to date have been associated with aeromagnetic highs from the 1972 regional government airborne magnetic survey. Ultramafic boulders were identified in all the major drainages. The sources of these boulders are juxtaposed so that they cannot be related to B.C. Nickel Mine and therefore represent new mineralized zones.

The prospecting and geological mapping programs identified more ultramafics than were previously mapped in the area, suggesting a more extensive ultramafic belt with a better potential for further discoveries. In all the drainage regions covered thus far within the Property, mineralized ultramafic rock has been found.

Regional government stream sediment geochemical surveying was completed which identifies the Property as an area of significant anomalous base metal and indicator values. It should be noted that anomalous values, including those near the mine, appear to correlate with the magnetic highs identified in the 1972 government airborne geophysical survey. A total of 30 thin section samples were selected as a representative sample of the rocks within the entire Property. The geology department at the University of B.C. prepared the slides and a descriptive analysis was completed.

From an exploration point of view, it is apparent that the presence of sulphides in the more ultramafic portions of the intrusive belt is important for the identification of prospective exploration targets. There are several similar aeromagnetic geophysical “thumb prints” on the Property which correlate to the one associated with the past producing B.C. Nickel Mine. There are significant associated anomalous geochemical targets and key structural features as well.

Future Exploration Program

Following the recommendations in the May, 2003 geological report, updated in August, 2003, a Phase I detailed airborne magnetic and EM geophysics survey was completed in late 2004. In addition, further geological mapping, geochemical sampling, and ground geophysics was completed on the Jason Claims. This airborne geophysics program was correlated with previous groundwork and confirmed and defined fifteen targets. The budget for this work was $216,800, to be financed and carried out by the Company and the joint venture partner, Sutcliffe. However, in order to expedite the program, the Company agreed to fund $100,000 of the airborne survey work and the agreement with Sutcliffe was amended to increase Sutcliffe’s joint venture requirement by the $100,000.

Of the 15 targets, priority will be given to those with favorable geology, geochemistry, airborne geophysics and working logistics. Further ground geophysics is recommended for 5 of the 15 targets and, subject to positive ground geophysics, ground proofing geology and sampling will allow for timely drill hole section. Road access to each will need to be cleaned of alders and brush to provide 4-trax access. Contingent on the success of Phase I drilling, an additional 2000 m will be budgeted for in Phase II drilling on the priority five airborne targets. At some point, time and budget should be provided to at least do initial prospecting follow-up on the other 10 identified airborne targets.

The Company completed a geophysical and geochemical program on the Jason Property in September, 2004. This report and the technical report on the Harrison Lake Properties are available on the internet at the SEDAR website. The budget for this program was $50,000, which was expended.

General and Administrative

General and administrative costs for the quarter ended September 30, 2005 were $20,041 (2004 - $35,312), down from $38,842 for the previous quarter. The primary reasons for the decrease of $18,801 in costs as compared to the 2nd quarter, 2005 are the inclusion of annual audit expenses, significant travel, administration, legal and regulatory costs in the second quarter as a result of due diligence, property examination, negotiations, and preparation of agreements concerning two silver/gold polymetallic properties in the State of Sonora, Mexico.

The public exchange listing application has also been delayed until the spring of 2006 while the Company prepares for the listing process by acquiring property reports, title opinions, and other regulatory required documents. Furthermore, the Company is proposing to expand its mineral properties portfolio with the acquisition of four Ontario properties from Cabo Mining Enterprises Corp., prior to submitting its listing application.

At this time, management is working on both non-brokered and brokered private placement financings to provide for working capital and fund general corporate endeavors, property payments, and exploration work. Management is focused primarily on precious metals polymetallic projects and is working towards building a strong, stable and well financed mineral exploration entity.

Related Party Transactions

American Resource Management Consultants Inc., (“ARMC”), a company controlled by John A. Versfelt, provides general and project management, administration and secretarial, accounting, paralegal/regulatory services, office facilities and other services to the Company. Total indebtedness to ARMC, including the convertible debenture, now stands at $535,922. The cost of ARMC’s services for the third quarter was $17,257.

Investor Relations

Investor relations continue to be carried out solely by management.

Liquidity and Capital Resources

Cash reserves decreased during the quarter from $180,867 to $94,671. The Company’s working capital position has decreased from $(96,844) at June 30, 2005 to ($179,364) at September 30, 2005. The decrease in working capital position is due to mineral property payments, regulatory work and due diligence work in the negotiation and acquisition of mineral properties in the USA and Mexico.

Subsequent Events

The Board of Directors has approved an offer of 10,000,000 common shares of the company to Cabo Mining Enterprises Corp. (“Cabo”) for the purchase of a one hundred percent (100%) interest in Cabo’s mineral properties located near Cobalt, Sudbury and Kenora, Ontario (the “Properties”). Cabo has expended a total of $4,710,237 on acquisition costs and exploration expenditures on the Properties. The transaction is subject to a number of conditions including:

(a) the Company completing a private placement financing of no less than $2,500,000 of which no less than $1,000,000 shall be expended on the Properties within eighteen (18) months of the transaction closing date;

(b) the Company acquiring a TSX Venture Exchange listing;

(c) the transaction being approved by the company’s shareholders, if required;

(d) the Company’s receipt of an appropriate valuation report and fairness opinion from an accredited independent third party; and

(e) the TSX Venture Exchange acceptance of the Properties transaction.

John A. Versfelt, President, CEO and Director of the Company is also President, CEO and Director of Cabo Mining Enterprises Corp. and will be abstaining from any votes with respect to the Transaction at any Board of Directors or Shareholder meetings.

Additional Information

Additional information on the Company, including audited annual financial statements, is available on the internet at the SEDAR website, namely www.sedar.com.

Industry Trends and Risks

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At present, the Company's properties have no known body of commercial ore and the proposed work programs include an exploratory search for ore. Unusual or unexpected formations, formation pressures, fire, power outages, labour disruptions, flooding, explosions, cave-ins, land slides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. The Company has no experience in the development and operation of mines and in the construction of facilities required to bring mines into production. The Company has relied and will continue to rely upon consultants and others for operating expertise. The economics of developing mineral properties is affected by many factors including the cost of operations, variations of the grade of ore mined and fluctuations in the price of minerals produced.

Financial Risks

The Company is a mineral exploration and development company with no operating history and no pre-tax profit. There is little likelihood that the Company will realize any profits in the short term. Investors cannot expect to receive a dividend on their investment in the foreseeable future. The Company will require additional financing to carry out the exploration and development of its mineral property interests, and if financing is unavailable for any reason, the Company will not be able to maintain its properties in good standing.

The Company does not presently have sufficient financial resources to meet the funding requirements to undertake by itself the recommended exploration programs for all of its properties. Fulfilling the terms of the various agreements, completing mineral property assessment work requirements and the development of the mineral property interests may therefore depend upon the Company's ability to obtain financing through the joint venturing of projects, private placement financings, public financings or other means. There is no assurance that the Company will be successful in obtaining the required financings or that financing will be available on terms and conditions acceptable to the Company.

Conflicts of Interest and Dependence on Key Personnel

The success of the Company and its ability to continue to carry on operations is dependent upon its ability to retain the services of certain key employees and consultants, and to attract experienced senior officers and directors. Although the Company does have an employment contract in place with American Resource Management Consultants Inc. ("ARMC") for certain key employees of ARMC and with several management consultants, their continued involvement is not assured, and the loss of their services to the Company may have a material adverse effect on the Company.

Certain of the Company's directors and officers serve as directors or officers of, and/or own securities of, other public companies, whereby such persons may have a conflict of interest in allocating their time and resources among the Company and such other companies; and to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest.

Government Regulations

Any operations carried on by the Company will be subject to government legislation, policies and controls relating to development, production, operations, environmental protection, taxes and labour standards. The Company presently has no insurance to protect against any of these, or other, potential liabilities. In addition, although the Company is not aware of any specific claim for aboriginal title rights in respect of the Company's mining tenements, it is possible that such a claim could be made in the future.

Forward –Looking Statements

This Management Discussion and Analysis Form may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes and the timing of other business transactions. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.