20FR12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 20-F

   [X]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF 1934

OR

   [ ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended________________________________

OR

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

          For the transition period from ____________ to __________

Golden Goliath Resources Ltd.

(Exact name of Registrant as specified in its charter)

__________British Columbia, Canada_____________

(Jurisdiction of incorporation or organization)

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

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of Golden Goliath 's classes of capital or common stock as of the close of the period covered by the annual report.                                           37,235,200                                                    

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.            Yes ___   No xxx

Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 xxx   Item 18 ___

Page 1 of 110

Index to Exhibits on Page 56

Golden Goliath Resources Ltd.

FORM 20-F REGISTRATION STATEMENT

TABLE OF CONTENTS

Part I                                                     

		Page
Item 1.	Identity of Directors, Senior Management and Advisors	4
Item 2.	Offer Statistics and Expected Timetable	5
Item 3.	Key Information	5
Item 4.	Information on the Company	12
Item 5.	Operating and Financial Review and Prospects	28
Item 6.	Directors, Senior Management and Employees	35
Item 7.	Major Shareholders and Related Party Transactions	46
Item 8.	Financial Information	47
Item 9.	The Offer and Listing	48
Item 10.	Additional Information	50
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	55
Item 12.	Description of Securities Other Than Equity Securities	55

Part II

Item 13.	Defaults, Dividend Arrearages and Delinquencies	56
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	56
Item 15.	Controls and Procedures	56
Item 16.	Reserved	56
Item 16A.	Audit Committee Financial Expert	56
Item 16B.	Code of Ethics	56
Item 16C.	Principal Accountant Fees and Services	56
Item 16D.	Exemptions from the Listing Standards for Audit Committee	56
Item 16E.	Purchases of Equity Securities by Golden Goliath  and Affiliated Purchasers	56

Part III

Item 17.	Financial Statements	56
Item 18.	Financial Statements	57
Item 19.	Exhibits	57

INTRODUCTION

Golden Goliath Resources Ltd. (Golden Goliath or the “Company”) was incorporated in British Columbia under the Company Act (British Columbia) on June 12, 1996 by Certificate of Incorporation under the name 521858 B.C. Ltd. and was granted a certificate of change of name on September 10, 1998 under the name of Golden Goliath Resources Ltd. The authorized capital of the Company consists of 100,000,000 common shares without par value.

BUSINESS OF GOLDEN GOLIATH RESOURCES LTD.

Golden Goliath Resources Ltd. is principally a mineral company engaged in the acquisition and exploration of mineral properties.

There are no known proven reserves of minerals on Golden Goliath’s properties.  Golden Goliath does not have any commercially producing mines or sites, nor is Golden Goliath in the process of developing any commercial mines or sites.  Golden Goliath has not reported any revenue from operations since incorporation.  As such, Golden Goliath is defined as an “exploration-stage company”.

FINANCIAL AND OTHER INFORMATION

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

FORWARD-LOOKING STATEMENTS

Certain statements in this document constitute “forward-looking statements”. Some, but not all, forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an action or event “may,” “might,” “could,” “should,” or “will” be taken or occur, or other similar expressions. Although the Company has attempted to identify important factors that could cause actual results to differ materially from expected results, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors inclu de, among others, the following risks: the risks associated with outstanding litigation, if any, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officer, directors or promoters of the Registrant with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the Registrant’s common share price and volume; and tax consequences to U.S. Shareholders. We are obligated to keep our information current and revise any forward-looking statements because of new information, future events or otherwise.

PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

1.A.1.  Directors

Table No. 1 lists as of 9/1/2005 the names of the Directors of Golden Goliath.

Table No. 1

Directors

__________________________________________________________________________

Name	Age	Date First Elected of Appointed
J. Paul Sorbara        (2)	53	June 10, 1998
Daniel Nofrietta Fernandez (3)	65	June 10, 1998
Richard W. Hughes (1) (4)	72	June 10, 1998
Edward K. Sorbara (5)	62	June 10, 1998
Sean Boyd (1) (6)	47	December 15, 2000
Dr. Andrew Robinson (1) (7)	62	December 17, 1998
Rob Hutchinson (8)	50	December 1, 2000

(1)

Member of Audit Committee.

(2)

Suite 711, 675 West Hastings Street, Vancouver, B.C. V6B 1N2

(3)

Jose Matias Anchondo No. 217, Colonia San Felipe, Chihuahua, Chihuahua 31240 MEXICO

(4)

5447 Burley Place, Sechelt, British Columbia V0N 3AO      

(5)

105 Sandringham Drive, Toronto, Ontario M3H 4W1

(6)

145 King Street East, Suite 500, Toronto, Ontario M5C 2Y7

(7)

589 Hornby Street, Suite 330, Vancouver, British Columbia V6C 3B6

(8)

3489 Canterbury Place, Surrey, British Columbia V4P 2N5

__________________________________________________________________________

1.A.2.  Senior Management

Table No. 2 lists, as of 9/1/2005, the names of the Senior Management of the Company.  The Senior Management serves at the pleasure of the Board of Directors.

Table No. 2

Senior Management

__________________________________________________________________________

Name and Position	Age	Date of First Appointment
J. Paul Sorbara, President & CEO	53	February 5, 1997
Stephen Pearce, Corporate Secretary	35	December 11, 2000

_________________________________________________________________________

Mr. Sorbara’s business functions, as President of the Company, include strategic planning, business development, operations, financial administration, accounting, liaison with auditors-accountants-lawyers-regulatory authorities-financial community/shareholders; and preparation/payment/organization of the expenses/taxes/activities of the Company, and reporting to the Board of Directors.

Mr. Pearce’s business functions, as Corporate Secretary, include attending and be the secretary of all meetings of the Board, shareholders and committees of the Board and shall entering or causing to be entered in records kept for that purpose minutes of all proceedings thereat; gives or causes to be given, as and when instructed, all notices to shareholders, Directors, officers, auditors and members of committees of the Board; is the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Company and of all books, records and instruments belonging to the Company, except when some other officer or agent has been appointed for that purpose; and in the future can have such other powers and duties as the Board of the chief executive officer may specify.  Mr. Bligh may delegate all or part of his duties as Corporate Secretary to a nominee from time to time.

1.B.  Advisors

The Company’s Canadian Legal Counsel:

                             Stephen Pearce                    

                             Suite 211, 2225 West 8^th Avenue

                             Vancouver, B.C. CANADA V6K 2A6      

                             Telephone: 604-685-2222

The Company’s Bank is:       Canadian Imperial Bank of Commerce

                             Commerce Place Branch, 400 Burrard Street

                             Vancouver, B.C. CANADA V6C 3A6       

                             Telephone: 604-665-1137

1.C Auditors

The Company’s auditor is:    Morgan & Company, Chartered Accountants

                             Suite 1488, 700 West Georgia Street

                             Vancouver, B.C. CANADA V7Y 1A1  

                             Telephone: 604-687-5841

                             Facsimile: 604-687-0075

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE.

--- No Disclosure Necessary ---

ITEM 3.  KEY INFORMATION.

3.A.1.  Selected Financial Data

3.A.2.  Selected Financial Data

The selected financial data of the Company for Fiscal 2004/2003/2002 ended August 31^st was derived from the financial statements of the Company that have been audited by Morgan & Company, independent Chartered Accountant, as indicated in their audit reports, which are included elsewhere in this Registration Statement.  The selected financial data of the Company for Fiscal 2001/2000 ended March 31^st was derived from the financial statements of the Company that were audited by Tony M. Ricci Inc., independent Chartered Accountant; these financial statements are not included herein.

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Registration Statement.

The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain all available funds for use in its operations and the expansion of its business.

Table No. 3 is derived from the financial statements of the Company, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) and Canadian/USA Generally Accepted Auditing Standards (GAAS).  All material numerical differences between Canadian GAAP and US GAAP, as applicable to the Company, are described in footnotes to the financial statements.

Table No. 3

Selected Financial Data

(CDN$ in 000, except per share data)

________________________________________________________________________________

________________________________________________________________________________

	Year Ended 8/31/04	Year Ended 8/31/03	Year Ended 8/31/02	Year Ended 8/31/01	Year Ended 8/31/00
CANADIAN GAAP
Revenue	Nil	Nil	Nil	Nil	Nil
Income (Loss) for the Period	($1,631)	($1,692)	($547)	($438)	($280)
Basic Income (Loss) Per Share	($0.05)	($0.07)	($0.03)	($0.03)	($0.04)
Dividends Per Share	Nil	Nil	Nil	Nil	Nil
Wtg. Avg. Shares (000)	30,596,312	22,846,773	18,423,548	16,827,715	8,595,194
Working Capital	$1,988	$721	$685	$1,908	($418)
Mineral Properties	$2,349	$2,986	$3,376	$1,779	$483
Long-Term Debt	Nil	Nil		Nil	Nil
Capital Stock	$10,085	$7,836	$6,722	$5,726	$1,776
Shareholders’ Equity (Deficit)	$4,364	$3,746	$4,309	$3,861	$349
Total Assets	$4,409	$3,789	$4,567	$3,906	$803
US GAAP
Net Loss	($985)	($1,230)	($2,601)	N/A	N/A
Loss Per Share	($0.03)	($0.06)	($0.17)	N/A	N/A
Mineral Properties	0	0	0	N/A	N/A
Shareholders’ Equity	$10,566	$8,318	$7,204	N/A	N/A
Total Assets	$2,060	$803	$1,191	N/A	N/A

Table No. 3a

Selected Financial Data

(CDN$ in 000, except per share data)

	9 Months Ended 5/31/05	9 Months Ended 5/31/04
CANADIAN GAAP
Revenue	Nil	Nil
Income (Loss) for the Period	($455)	($330)
Basic Income (Loss) Per Share	($0.01)	($0.01)
Dividends Per Share	Nil	Nil
Wtg. Avg. Shares (000)	37,240	29,930
Period-end Shares
Working Capital	$1,302	$1,019
Mineral Properties	$2,711	$3,421
Long-Term Debt	Nil	Nil
Capital Stock	$10,086	$8,890
Shareholders’ Equity (Deficit)	$4,046	$4,471
Total Assets	$4,068	$4,534
US GAAP
Net Loss	($815)	($761)
Loss Per Share	($0.02)	($0.03)
Mineral Properties	0	0
Shareholders’ Equity	$10,569	$9,373
Total Assets	$1,357	$1,113

3.A.3.  Exchange Rates

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

Table No. 4 sets forth the exchange rates for the Canadian Dollar at the end of the fiscal years ended 8/31/00 thru 8/31/04; the end of the latest nine month interim periods ended 5/31/2005 and 5/31/2004; and, the last eight monthly periods. The average rates, the range of high and low rates, and the closing prices for those periods is disclosed.  

For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.

Table No. 4

U.S. Dollar/Canadian Dollar

__________________________________________________________________________

Period	Average	High	Low	Close
August 31, 2005
July 31, 2005		1.24	1.20	1.23
June 30, 2005		1.26	1.23	1.23
May 31, 2005		1.27	1.24	1.26
April 30, 2005		1.26	1.21	1.26
March 31, 2005		1.25	1.20	1.21
February 28, 2005		1.24	1.22	1.24
January 31, 2005		1.24	1.20	1.24
Nine Months Ended 5/31/2005	1.24	1.29	1.18	1.26
Nine Months Ended 5/31/2004	1.34	1.40	1.27	1.37
Fiscal Year Ended August 31, 2004	1.30	1.39	1.27	1.31
Fiscal Year Ended August 31, 2003	1.45	1.59	1.33	1.39
Fiscal Year Ended August 31, 2002	1.57	1.61	1.51	1.56
Fiscal Year Ended August 31, 2001	1.53	1.58	1.47	1.55
Fiscal Year Ended August 31, 2000	1.47	1.51	1.44	1.47

__________________________________________________________________________

3.B.  Capitalization and Indebtedness

Table No. 5 sets forth the capitalization and indebtedness of the Company as of 5/31/2005. Since that time, no additional shares have been issued.

Table No. 5

Capitalization and Indebtedness

As of May 31, 2005

__________________________________________________________________________

SHAREHOLDERS’ EQUITY
37,246,311 shares issued and outstanding	$10,086,377
Contributed Surplus	$149,102
Retained Earnings (deficit)	($6,189,884)
Net Stockholders’ Equity	$4,045,595
TOTAL CAPITALIZATION	$10,235,479
Stock Options Outstanding	3,345,000
Warrants Outstanding	1,400,000
Preference Shares Outstanding	Nil
Capital Leases:	Nil
Guaranteed Debt	Nil
Secured Debt:	Nil

__________________________________________________________________________

3.C.  Reasons For The Offer And Use Of Proceeds

--- No Disclosure Necessary ---

3.D.  Risk Factors

Risks Pertaining to Golden Goliath:

Cumulative Unsuccessful Exploration Efforts By Golden Goliath Personnel Could Result In the Company Having to Cease Operations:

The expenditures to be made by Golden Goliath in the exploration of its properties as described herein may not result in discoveries of mineralized material in commercial quantities.  Most exploration projects do not result in the discovery of commercially mineable ore deposits and this occurrence could ultimately result in Golden Goliath having to cease operations. Management feels that if exploration efforts were unsuccessful for a period of ten years, the Company would cease operations. If that were the case, investors would lose their entire investment in the company.

Golden Goliath Has No Reserves on the Properties in Which It Has an Interest and If Reserves Are Not Defined the Company Could Have to Cease Operations:

The properties in which Golden Goliath has an interest or the concessions in which Golden Goliath has the right to earn an interest are in the exploratory stage only and are without a known body of ore.  If Golden Goliath does not ultimately find a body of ore, it would have to cease operations. As stated above, management believes that if reserves were not defined on any of the properties on which Golden Goliath has an interest after a period of ten years, the Company would cease operations. If that were the case, investors would lose their entire investment in the Company.

Golden Goliath Has Minimal Positive Cash Flow and No Recent History of Significant Earnings and Is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations. Public distributions of capital result in dilution to existing shareholders:

None of Golden Goliath ’s properties have advanced to the commercial production stage and Golden Goliath has no history of earnings or positive cash flow from operations.  Golden Goliath does not know if it will ever generate material revenue from mining operations or if it will ever achieve self-sustaining commercial mining operations. Historically, the only source of funds available to Golden Goliath has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders.

Golden Goliath currently has 3,345,000 share purchase options outstanding and 1,400,000-share purchase warrants outstanding. If all of the share purchase warrants and share purchase options were exercised, the number of common shares issued and outstanding would increase from 37,246,311(as of 5/31/2005) to 41,991,311.  This represents an increase of 13% in the number of shares issued and outstanding and would result in dilution to current shareholders.

Dilution Through Employee/Director/Consultant Options Could Adversely Affect Golden Goliath’s Stockholders

Because the success of Golden Goliath is highly dependent upon its respective employees, the Company has granted to some or all of its key employees, Directors and consultants options to purchase common shares as non-cash incentives.  To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted. There are currently 3,345,000 share purchase options outstanding, which, if exercised, would result in an additional 3,345,000 common shares being issued and outstanding. (For a breakdown of dilution, refer to the risk factor entitled: “Golden Goliath Has Minimal Positive Cash Flow and No Recent History of Significant Earnings and Is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations. Public distributions of capital result in dilution to existing shareholders”)

The Amount of Capital Necessary to Meet All Environmental Regulations Associated with the Exploration Programs of Golden Goliath Could Be In An Amount Great Enough to Force Golden Goliath to Cease Operations:

The current and anticipated future operations of Golden Goliath, including further exploration activities require permits from various Federal and State governmental authorities in Mexico.   Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, mine safety and other matters.  Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on the Company and cause increases in capital expenditures which could result in a cessation of operations by the Company.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in resource exploration may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations.

Large increases in capital expenditures resulting from any of the above factors could force Golden Goliath to cease operations. If that were the case, investors would lose their entire investment in the Company.

The Risks Associated with Penny Stock Classification Could Affect the Marketability of the Common Stock of Golden Goliath and Shareholders Could Find It Difficult to Sell Their Stock:

Golden Goliath’s stock is subject to “penny stock” rules as defined in 1934 Securities and Exchange Act rule 3a51-1.  The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Golden Goliath ’s common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities.  Penny stocks generally are equity securities with a price of less than U.S. $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company’s common shares in the United States and shareholders may find it more difficult to sell their shares.

Golden Goliath is Dependent on Key Personnel and the Absence of Any of These Individuals Could Result in the Company Having to Cease Operations:

While engaged in the business of exploring mineral properties, the nature of Golden Goliath’s business, its ability to continue its exploration of potential exploration projects, and to develop a competitive edge in the marketplace, depends, in large part, on its ability to attract and maintain qualified key management personnel.  Competition for such personnel is intense and the Company may not be able to attract and retain such personnel.  Golden Goliath’s growth will depend, on the efforts of its Senior Management, particularly its President, J. Paul Sorbara, its Corporate Secretary, Stephan Pearce and its Board of Directors that includes Richard Hughes, Ing. Daniel Nofrietta, Sean Boyd, Dr. Andrew Robertson, Robert Hutchison and Edward Sorbara.

U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against Us or Our Directors, Controlling Persons and Officers

It may be difficult to bring and enforce suits against Golden Goliath.  Golden Goliath is a corporation incorporated in the province of British Columbia under the British Columbia Corporations Act.  A majority of the Company's directors must be residents of Canada, and all or substantial portions of their assets are located outside of the United States, predominately in Canada.  As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them.  In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States.

However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided that they are in compliance with applicable Canadian legislation regarding the limitation of actions.  Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example:

  a) where the U.S. court where the judgment was rendered had no jurisdiction according to applicable Canadian law;

  b) the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;

  c) the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure;

  d) a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court;

  e) the outcome of the judgment of the U.S. court was inconsistent with Canadian public policy;

  f) the judgment enforces obligations arising from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government; or

  g) there has not been compliance with applicable Canadian law dealing with the limitation of actions.

As a "foreign private issuer”, Golden Goliath is exempt from the Section 14 proxy rules and Section 16 of the 1934 Securities Act. This could result in shareholders having less complete and timely Data

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.

Risks Pertaining to the Industry

Mineral Prices May Not Support Corporate Profit for Golden Goliath:

The resource exploration industry is intensely competitive and even if commercial quantities of mineral resources are developed (which is not guaranteed), a profitable market may not exist for the sale.  If a profitable market does not exist, Golden Goliath could have to cease operations.

Operating Hazards and Risks Associated with the Exploration-stage Mining Industry Could Result in Golden Goliath Having to Cease Operations:

Resource exploration activities generally involve a high degree of risk.  Hazards such as unusual or unexpected formations and other conditions are involved.  Operations in which Golden Goliath has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration for precious and base metals, any of which could result in work stoppages, damage to or destruction of exploration facilities, damage to life and property, environmental damage and legal liability for any or all damage.  Golden Goliath may become subject to liability for cave-ins and other hazards for which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Company’s perception of the relevant risks.  The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration activities and could force Golden Goliath to cease operations.

ITEM 4.  INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Introduction

Golden Goliath ’s executive office is located at:

   Suite 711, 675 West Hastings Street

   Vancouver, British Columbia, Canada V6B 1N2

   Telephone: (604) 682-2950

   Facsimile: (604) 685-3764

   Website: www.goldengoliath.com

   Email: jps@goldengoliath.com

The contact person is: Mr. Paul Sorbara, President.

Golden Goliath’s fiscal year ends August 31^st.

Golden Goliath’s common shares trade on the TSX Venture Exchange under the symbol: “GNG”.

The authorized capital of Golden Goliath consists of 100,000,000 common shares without par value.

As of May 31, 2005 there were 37,246,311 common shares issued and outstanding.

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).

Incorporation and Name Changes

Golden Goliath Resources Ltd. (Golden Goliath or the “Company”) was incorporated in British Columbia under the Company Act (British Columbia) on June 12, 1996 by Certificate of Incorporation under the name 521858 B.C. Ltd. and was granted a certificate of change of name on September 10, 1998 under the name of Golden Goliath Resources Ltd.

Financings

The Company has financed its operations through funds raised in loans, public/private placements of common shares, shares issued for property, shares issued in debt settlements, and shares issued upon exercise of stock options and share purchase warrants.

_________________________________________________________________________

Fiscal Year	Nature of Share Issuance	Number of Shares	Amount
Fiscal 2001	Initial Public Offering (1)	9,000,000	$4,500,000
	Issued as expense of Initial Public Offering (2)	150,000	$75,000
	Exercise of share purchase warrants (3)	51,875	$18,156
Fiscal 2002	Private Placement (4)	2,112,800	$950,760
Fiscal 2003	Private Placement (5)	6,600,000	$990,000
	Private Placement (6)	1,388,888	$249,999
Fiscal 2004	Private Placement (7)	1,200,000	$540,000
	Private Placement (8)	200,000	$40,000
	Exercise of share purchase options	150,000	$52,370
	Exercise of share purchase warrants (9)	12,627	$3,157
	Exercise of share purchase warrants (10)	7,310,884	$1,608,395
Fiscal 2005 to date	No shares were issued during Fiscal 2005 ended 8/31/2005.

1.

The initial public offering consisted of the sale of 9,000,000 units at a price of $0.50 per unit. Each unit consisted of one common share and one common share purchase warrant. Each common share purchase warrant entitled the holder to purchase one additional common share until October 17, 2002 at a price of $0.75.

2.

These shares were issued to the underwriter as payment for underwriting services.

3.

These shares were issued pursuant to an earlier private placement, which occurred prior to the initial public offering.

4.

This private placement consisted of the sale of 2,112,800 units at a price of $0.45 per unit. Each unit consisted of one common share and one common share purchase warrant.  Each common share purchase warrant entitled the holder to purchase one additional common share for $0.50 until July 2, 2003 and for $0.60 until January 2, 2004.

5.

This private placement consisted of the sale of 6,600,000 units at a price of $0.15 per unit. Each unit consisted of one common share and one common share purchase warrant.  Each common share purchase warrant entitled the holder to purchase one additional common share until June 12, 2004 at a price of $0.22.

6.

This private placement consisted of the sale of 1,388,888 units at a price of $0.18 per unit. Each unit consisted of one common share and one common share purchase warrant.  Each common share purchase warrant entitled the holder to purchase one additional common share at a price of $0.22 until December 3, 2003 and at a price of $0.25 until December 3, 2004.

7.

This private placement consisted of the sale of 1,200,000 units at a price of $0.45 per unit. Each unit consisted of one common share and one common share purchase warrant. Each common share purchase warrant entitled the holder to purchase one additional common share at a price of $0.55 until February 17, 2005. This was subsequently extended allowing the holder to purchase one additional common share until March 11, 2006 at a price of $0.55. (Approved by the TSX Venture Exchange on February 18, 2005.)

8.

This private placement consisted of the sale of 200,000 units at a price of $0.20 per unit. Each unit consisted of one common share and one common share purchase warrant. Each common share purchase warrant entitles the holder to purchase one additional common share at a price of $0.25 until September 19, 2005.

9.

These share purchase warrants were associated with the private placement disclosed in (6) above.

10.

These share purchase warrants were associated with the private placement disclosed in (5) and (6) above.

Capital Expenditures

Fiscal Year
Fiscal 2000	$20,899 (1)
Fiscal 2001	$1,332,656 (2)
Fiscal 2002	$1,630,428 (3)
Fiscal 2003	$549,618(4)
Fiscal 2004	$516,839 (5)
Fiscal 2005  (to date)	$375,772 (6)

1.

This consisted of exploration costs incurred on the Company’s properties located in Mexico. These costs included assay work; drilling; mapping; road construction and site preparation and travel.

2.

Of this amount, $1,295,899 consisted of exploration costs incurred on the Company’s properties located in Mexico. As was the case during Fiscal 2000, the exploration costs included assay work; drilling; mapping; road construction and site preparation and travel. The balance of $36,757 was used to purchase capital assets which consisted of computer equipment, furniture and fixtures and vehicles.

3.

Of this amount, $1,597,178 consisted of exploration costs incurred on the Company’s properties located in Mexico. As was the case during Fiscal 2001, the exploration costs included assay work; drilling; mapping; road construction and site preparation and travel. The balance of $33,250 was used to purchase capital assets that consisted of computer equipment, furniture and fixtures and vehicles.

4.

This consisted of exploration costs incurred on the Company’s properties located in Mexico. As was the case during Fiscal 2002, the exploration costs included assay work; drilling; mapping; road construction and site preparation and travel.

5.

This consisted of exploration costs incurred on the Company’s properties located in Mexico. As was the case during Fiscal 2003, the exploration costs included assay work; drilling; mapping; road construction and site preparation and travel.

6.

Of this amount, $362,198 consisted of exploration costs incurred on the Company’s properties located in Mexico. As has been the case in the past, the exploration costs included assay work; drilling; mapping; road construction and site preparation and travel. The balance of $13,574 was used to purchase capital assets, which consisted of computer equipment and furniture and fixtures.

4.B.  BUSINESS OVERVIEW

Historical Corporate Development

Golden Goliath is a natural resource company currently engaged in the acquisition and exploration of mineral resources in Canada and Mexico. In Mexico, Golden Goliath operates through its wholly owned subsidiary, Minera Delta S.A. de C.V.

The Company completed an initial public offering in October of 2000. This financing consisted of the sale of 9,000,000 units at a price of $0.50 per unit. Each unit consisted of one common share and one common share purchase warrant. Each common share purchase warrant entitled the holder to purchase one additional common share at a price of $0.75 until October 17, 2002. None of these share purchase warrants were subsequently converted into common shares.

During 2001 the Company conducted a major exploration program on a portion of its mineral properties doing geochemical, geophysical and geological surveying.

In November 2001, the Company launched the second phase work program, which consisted of exploratory drilling. This drilling program had a budget of $1 million, with about 20 to 24 holes planned, and a 5 to 6 month schedule to complete. The Company commenced diamond drilling but due to technical difficulties, equipment failure and poor core recovery the Company switched to reverse circulation drilling in April 2002.

In late April 2002 the Company announced the acquisition of a 100% interest in a package of ten claims, totaling 1,946 hectares located in the center of the Uruachic camp. This property is contiguous to the Company’s other Uruachic claims and has extensive underground development. The property was acquired as a result of a default on amounts owed to the Company according to a promissory note.

As disclosed earlier in ITEM 4. INFORMATION ON THE COMPANY, FINANCINGS, Golden Goliath completed two financings in June 2002 which enabled it to continue its drilling program. The Company raised a total of $1,074,510 through the issue of 2,387,800 shares pursuant to two private placements.

Another financing was completed in December 2002 through which the Company sold 1,388,888 shares raising approximately $250,000.

For the remainder of 2002, the Company engaged in exploration work on its properties.

The Company resumed exploratory drilling on its Corona Property in January 2003. New roads were constructed to accommodate movement of drilling equipment. By the end of February 2003, fifteen reverse circulation drill holes had been completed. The results from this drilling program were announced on April 2, 2003 at which time the Company stated that the mineralized zone had been expanded from an area of 200 meters by 400 meters to an area of 400 meters by 700 meters.

In July 2003, the Company began an exploration program on its Las Bolas Project, which it acquired in April 2003.

The exploration work on the Las Bolas Project continued, after a two-week holiday break beginning in mid-December 2003, in 2004. This exploration work consisted of reverse-circulation exploratory drilling and trenching.

At the end of 2004, the Company announced that the exploration work, which was completed during the year, discovered additional silver mineralization. Because of this discovery, the Company decided to concentrate its exploration efforts in 2005 on the Las Bolas Project in an effort to define an economically viable ore body. (An economically viable ore body has not been defined on any of Golden Goliath’s properties to date and there is no guarantee that one will ever be defined.)

Induced polarization and magnetic surveys were conducted on the Las Bolas Project and the results were announced in early March 2005. This work covered an area of 2.4 by 1.4 kilometers and defined drill targets which could host additional mineralization. Based on these results, the Company decided to start an exploratory program consisting of diamond drilling which would encompass approximately 3000 meters. In late March 2005, the Company engaged Totem Drilling, an unrelated company, to do this work. The drilling contract was terminated on May 16, 2005, as the contractor was unable to drill to the depth contracted for by the Company.

Since the end of March 2005, the Company has been working on the rehabilitation of some of the underground tunnels on the Las Bolas Project. Most of these efforts are on the Las Bolas tunnel, which is approximately 110 meters below the surface.  

Plan Of Operations

Source of Funds for Fiscal 2005/2006, Ending August 31^st

Golden Goliath ’s primary source of funds since incorporation has been through the issuance of common shares.

Golden Goliath had a working capital balance of $1,301,606 on 5/31/2005. Golden Goliath intends to use its working capital to complete exploration work on the properties in which it has and interest, particularly the Las Bolas Project, and for general working capital.

Use of Funds for Fiscal 2006/2007

During Fiscal 2006 and Fiscal 2007, respectively, Golden Goliath estimates that it might expend $360,000 and $360,000 on general/administrative expenses including property evaluation costs prior to acquisition ..  During Fiscal 2006 and Fiscal 2007 respectively, Golden Goliath estimates that it might expend $390,000 and $417,000 on property acquisition/exploration expenses.

Anticipated Changes to Facilities/Employees

Management of Golden Goliath anticipates no changes to either facilities or employees in the near future.

United States vs. Foreign Sales/Assets

Golden Goliath has had no revenue during the past five fiscal years.

At 8/31/2004, the latest fiscal year for which financial statements are available, Golden Goliath’s assets were located in Canada and Mexico. For the past five fiscal years, ended August 31^st, Golden Goliath’s assets were located as follows:

August 31, 2004	Canada	Mexico	Total
Current Assets	$2,026,940	$6,061	$2,033,01
Capital Assets	$6,599	$20,846	$27,445
Mineral Properties	$857,701	$1,490,992	$2,348,693
Total Assets	$2,891,240	$1,517,899	$4,409139
August 31, 2003
Current Assets	$734,826	$28,749	$763,575
Capital Assets	$8,282	$31,128	$39,410
Mineral Properties	$532,225	$2,453,785	$2,986,010
Total Assets	$1,275,333	$2,513,662	$3,788,995
August 31,2002
Current Assets	$824,859	$116,980	$941,839
Capital Assets	$10,470	$40,719	$51,189
Mineral Properties	$1,331,788	$2,044,210	$3,375,998
Total Assets	$2,037,883	$2,528,697	$4,566,580
August 31, 2001
Current Assets	$1,878,033	$75,245	$1,953,278
Capital Assets	$6,053	$22,075	$28,128
Mineral Properties	Nil	$1,778,820	$1,778,820
Total Assets	$1,884,086	$2,021,965	$3,906,051
August 31, 2000
Current Assets	$12,481	$23,901	$36,382
Capital Assets	Nil	$4,408	$4,408
Mineral Properties	Nil	4482,921	$482,921
Total Assets	$220,144	$583,151	$803,295

Material Effects of Government Regulations

The current and anticipated future operations of Golden Goliath including further exploration activities, require permits from various Canadian and Mexican Federal, Provincial, and/or state governmental agencies.  Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters.  Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on Golden Goliath and cause increases in capital expenditures which could result in a cessation of operations by Golden Goliath.  Golden Goliath has had no material costs related to compliance and/or permits in recent years, and anticipates no material costs in the next year.

Seasonality

Dependency upon Patents/Licenses/Contracts/Processes

Sources/Availability of Raw Materials

--- No Disclosure Necessary ---

4.C. Organization Structure

Golden Goliath Resources Ltd. (Golden Goliath or the “Company”) was incorporated in British Columbia under the Company Act (British Columbia) on June 12, 1996 by Certificate of Incorporation under the name 521858 B.C. Ltd. and was granted a certificate of change of name on September 10, 1998 under the name of Golden Goliath Resources Ltd. The authorized capital of the Company consists of 100,000,000 common shares without par value.

4.D.  Property, Plant and Equipment

This section first discloses where Golden Goliath’s office is located in Canada and then describes the mineral properties in which Golden Goliath has an interest. In the description of the mineral properties, it is disclosed that these properties are only exploration stage properties and that a substantial amount of capital will have to be spent on each property before management will know if they contain commercially viable mineral deposits.

Golden Goliath’s executive offices are located in rented premises of approximately 1,500 sq. ft. at Suite 711, 675 West Hastings Street, Vancouver, British Columbia CANADA V6B 1N2.  Golden Goliath began occupying these facilities on January 2001.  Monthly rent is $1,000.

All of the Companies current mineral exploration properties except one (Chamizal) are located in close proximity to each other within the historic mining district of Uruachic in Chihuahua, Mexico. Golden Goliath has a 100% interest in 8,415 hectares (20,794 acres) in the district.

During fiscal 2004 and 2005, the Company has expended the majority of its exploration efforts and funds on the Las Bolas – Los Hilos property. During fiscal 2006, management anticipates continuing to primarily explore the Las Bolas – Los Hilos property and may seek joint-venture partners for other properties within its portfolio.

Properties within the Uruachic Mining District

The Company currently has a 100% interest in claims grouped into 7 properties totaling 20,794 acres within the Uruachic Mining District.

Accessibility, Infrastructure, Climate, and Physiography

The Uruachi district is located approximately 200 kilometers southwest of the city of Chihuahua. The town of Uruachi of 1,000 people is located in the approximate center of the project area. Access to the area is via a paved highway from the city of Chihuahua to Las Estrellas, then via a gravel road to the project area. Total travel time from Chihuahua is about 6 hours. Local services, such as gasoline and food, are available in Uruachi. Power lines run from Las Estrellas to Uruachi.

The project area is located in the Sierra Madre Occidental mountain range, and elevations in the area are from 1000 meters to 2000 meters in height. Topography is moderate to rugged.  During winter from November to January, the temperature can drop below freezing and snow and ice are common at the higher elevations. During July and August, rain is very common and roads are often washed out. Vegetation at lower elevations is tropical, while higher elevations are covered by oak and pine forests.

Regional and Project Area Geology

The area is overlain by the Lower and Upper Volcanic Group rocks deposited by Mesozoic and older rock units. The Lower Volcanic Group reaches up to 2 kilometers in thickness. Most of the rocks are of andesitic composition, and are more altered than the rocks of the Upper Volcanic Group. They are also the main host rock for most of the known mineral showings, and are divided into three volcanoclastic sequences. Steep vertical cliffs of the Upper Volcanic Group indicate possible caldera development and presence of collapsed blocks. Mineralization is often related to rim structures, presence of intrusions, and possibly is manifested on the surface via color anomalies rimming the caldera close to the contact between the rocks belonging to the Lower and Upper Volcanic Groups.

Known mineral deposits in the area are related to the presence of caldera, intrusions, and structures. They are often of the vein type commonly associated with the presence of quartz vein systems of the epithermal type. Six types of geological targets have been defined in the Uruachi area. These are:

1.

Old showings and ore shoots, as well as low grade mineralization in the wall rock;

2.

Intrusive breccia which has been encountered in the San Timoteo and Reforma properties;

3.

Tabular silver mineralization hosted in brecciated rock close encountered in the River Zone on the Oteros property;

4.

Stratabound base metal mineralization hosted in bedded tuffs encountered on the San Timoteo property;

5.

Siliceous structures in areas of intense silicification on the Reforma property;

6.

Wide-spread mineralization located close to the contact between underlying intrusive and overlying siliceous welded tuffs or flows in the Northeast Zone on the Corona property.

History

The town of Uruachi was incorporated in 1736 within close proximity to several operating underground mines. Mining activity began several hundred years ago, but most of the historical production occurred between 1750 and 1825. Activity resumed in the early 1900’s as small miners reopened some of the old underground workings. This activity ended during the middle of the century, and very little modern exploration has been conducted in the area until the Company’s acquisition of claims within the project area.

1. The Las Bolas – Los Hilos Property

The Las Bolas – Los Hilos Property is without known reserves and the work being done by Golden Goliath is exploratory in nature. Golden Goliath’s interest in this property stemmed from earlier work, as described below, that was done in the area.

Acquisition of Interest

Golden Goliath acquired a 100% interest in this property as a result of a default on a promissory held by Golden Goliath from Minera Uruachic S.A. de C.V. (“Minera Uruachic”). Minera Uruachic originally purchased the claims from local residents. Minera Uruachic is a related company to Golden Goliath in that it is controlled by J. Paul Sorbara, the President of Golden Goliath and Daniel Nofrietta Fernandez, a Director of Golden Goliath.

Location

This property is located in the Uruachi District in the Sierra Madre Occidental Mountains in the state of Chihuahua, Mexico, approximately 200 kilometers southwest of the city of Chihuahua. The property consists of 5 exploration claims totaling 420 hectares.

Exploration History

The property contains a number of historical underground workings which were first exploited for gold and silver at least 200 years ago.

An exploration program was conducted in May 2000. This program consisted of opening the entrances to old mine tunnels which had collapsed and had been inaccessible for over 100 years, underground rehabilitation, underground mapping and sampling of 1,600 metres of accessible underground workings. The exploration program also included cutting 11.9 km of line and conducting an I.P. survey and mapping over the established grid. A total of 222 rock chip samples were collected and 10.8 km of IP survey were conducted. The purpose of the program was to evaluate the mineralization within the known underground workings and to test the 1,200 metre long, east– west structural trend between the Las Bolas and Los Hilos workings and to determine the potential of this zone for hosting an epithermal silver–gold deposit.

A total of 222 rock chip samples were collected during the program, averaging 0.40 gpt (grams per tonne) gold and 165 gpt silver (2.68 gm/tonne or 0.08 oz/ton total gold equivalent). Of these, 66 samples collected along 266 metres of accessible underground workings averaged 0.49 gpt gold and 439.23 gpt silver (6.57 gm/tonne or 0.19 oz/ton total gold equivalent). The seven underground workings mapped and sampled included the old Gambusino mine, which is believed to be in part the upper extension of the Las Bolas mine. The 107 samples collected along the 420 metres of accessible workings assayed 0.38 gpt gold and 320.69 grams per ton of silver (4.82 gm/tonne or 0.14 oz/ton total gold equivalent).

The Los Hilos mine, located about 1000 metres east of the Las Bolas tunnel, was also examined. The report, which resulted from that work, summarizes results from previous rock chip sampling programs along the 158 metres of accessible workings. The most favourable results indicated 158 metres averaging 0.45 gpt gold and 20.85 gpt silver. This includes a 30 metre section that averaged 0.79 gpt gold and 43.08 gpt silver (1.39 gm/tonne or 0.04 oz/ton total gold equivalent). Surface sampling of outcrops and grabs from other small adits/pits have yielded anomalous gold and silver values over the entire grid area.

The Induced Polarization survey conducted during the exploration program outlined 13 different drill target areas located along a 275 meter wide, steep-walled east-west trending geophysical structure.

Past surface sampling on the Don Lazaro claim, also part of this property, by Company geologists returned assays from five samples averaging 3.28 gpt gold and 30.38 gpt silver (3.70 gm/tonne or 0.11 oz/ton total gold equivalent) from outcrop on an east-west ridge situated about 200 metres south of the Las Bolas property.

Field preparation for the first ever drilling conducted on the property began in the fall of 2003. The work included mapping and check sampling of old mine tunnels, followed by the construction of drill access roads and drill pads. Bulldozer work discovered additional unknown mine tunnels which were then cleaned and sampled.

Reverse Circulation drilling commenced in November 2003 and ended in February 2004. A total of 3,150 metres was completed, and although core recovery was poor and averaged 58%, results were encouraging, including a section of 15.25 metres in hole B03-11 averaging 326.6 gm silver/tonne and 0.04 gm gold/tonne and Hole B04-3 returned an average of 154.13 gms silver/tonne and 3.22 gms gold/tonne over a width of 40 feet.

The RC drill program was followed by a program of backhoe trenching and mini bulk sampling of some of the main old workings. A total of 564 metres of trenches was excavated, and additional old mine tunnels were opened also made accessible to allow mapping and sampling. During the summer of 2004, further prospecting, mapping and sampling was performed on the eastern portion of the property. To prepare for additional drilling, a grid was established near old mine workings on the southeastern part of the Nopalera claim. The grid was then used to conduct detailed geological mapping as well as Induced Polarization and Magnetic surveys.

Recent and Anticipated Exploration

Access roads and drill pads were prepared for drilling targets identified through the detailed mapping and surveys. Diamond drilling began in April 2005. Drilling problems in the first hole of the program was caused by clay seams along suspected faults that swelled when contacted by drill water. After two and a half weeks of drilling, the first hole had reached a depth of only 138.07 meters, well above target depth. Therefore, management decided to terminate the diamond drill program until equipment more suited to the conditions would be available. This equipment would be a rotary air drill with the capability to convert to diamond coring which would seal off the clay seams which caused the problems in the Spring 2005 program.

Beginning in June 2005, work began on rehabilitating the historic Los Bolas tunnel. The tunnel lies 130 meters vertically below the surface colar of the historic Arbolito shaft, but is blocked by rock falls before it reaches the Arbolito. Very high grade sulphide material has been found in samples taken from the mouth of the Los Bolas tunnel as well as from the Arbolito dump, which suggests previous miners used the Los Bolas to haul ore from the lower levels of the Arbolito shaft. During the clearing process, the Company is also taking samples from the newly accessed areas and studying the possibility of drilling this area from underground.

During the Fall of 2005, the Company has planned 3,000 meters of drilling in the Arbolito shaft area as well as around the historic Flor Del Trigo mine area 5 kilometers to the east.

2. Corona Property

The Corona Property is without known reserves and the work being done by Golden Goliath is exploratory in nature. Golden Goliath’s interest in this property stemmed from earlier work, as described below, that was done in the area.

Acquisition of Interest

Golden Goliath has a 100% interest in this property. It consists of 6 exploration claims totaling 850 hectares (2,100 acres). One of the claims was acquired from an arms-length party and is subject to a 3% NSR (capped at $2,000,000) while 3 claims were staked by the Minera Delta before acquisition by the Company and the remaining 2 claims were staked by the Company. None of the staked claims have any royalties due.

Because the Company has been concentrating its exploration efforts on the Los Hilos-Las Bolas property, management determined it was prudent to write-down the carrying value of this property. In the Fiscal Year ended August 31, 2003, the Company wrote-down the value of the property by $(630,547). During the Fiscal Year ended August 31, 2004, the Company wrote-down the value of the property by a further $(642,164).

Location

The property is located in the Uruachic mining district, approximately 14 kilometers west-southwest of the town of Uruachic.

Exploration History

Two known veins on the property, Esperanza and La Mula have had short adits driven, and numerous old pits are present in breccia zones, although no written records are available with the results of these workings. The Company began staking the property in 1993 and 1994.

In 1993, the property was optioned to Levelland Energy & Resources, an arms-length exploration company, who later further optioned the property to Amcorp Industries. The option agreements were terminated by 1996.

The Company conducted limited prospecting and an Aerodat survey up to the year 2000. After completion of its initial public offering, the Company completed sampling and mapping and established a detailed survey grid. Soil and rock geochemical surveys were followed by Magnetic and Induced Polarization Surveys.  This work identified 4 areas of old workings. Several existing shafts were reopened and sampled in order to define drill targets.

During 2002 and 2003, the Company completed 59 reverse circular drill holes on the property. This work was successful in outlining the Northeast Zone, which covers and area of widespread gold mineralization and currently consists of an area of 400 by 700 meters in size. The zone remains open in several directions.

Anticipated Exploration

Detailed structural mapping is needed to further define the Northeast Zone and identify drill targets. The Company is planning to begin the mapping in the fall of 2005 which will be followed by a new drill program.

3.  San Timoteo Property

The San Timoteo Property is without known reserves and the work being done by Golden Goliath is exploratory in nature. Golden Goliath’s interest in this property stemmed from earlier work, as described below, that was done in the area.

Acquisition of Interest

Golden Goliath has a 100% interest in this property. It consists of 5 exploration claims totaling 4,164 hectares (10,090 acres). Minera Delta originally acquired claims from arms-length parties in 1997 and 1999, while additional claims were staked at a later date. There are no royalties due on any of the claims.

Location

The property is located in the Uruachic mining district, approximately 3 kilometers east-northeast of the town of Uruachic.

Exploration History

Production from one of the property’s claims was recorded in the early 1800’s to the 1950’s. Several sets of underground workings exist on the property. The first recorded modern exploration was conducted by Minera Delta in 1997 which includes an aerial survey flown by Aerodat. This survey included VLF-em, magnetic, radiometric, and six channel em surveys.

Detailed ground geophysical surveys and geochemical sampling and mapping were conducted in 2001. This work defined a drill target area 1.3 kilometers long by 600 meters wide. Within an area of 750 meters by 250, 8 diamond drill holes were completed in March 2001. 4 holes were drilled in the vicinity of the old San Timoteo workings, and although core recovery was very poor (14-22%), Hole #2 intersected a 4.55 meter section averaging 1.09 g/t gold and 132 g/t silver. 4 holes were drilled in the porphyry zone to the southwest, with the majority of the samples mineralized to some degree, ranging from 0.1 g/t to 1.4 g/t gold and up to 65 g/t silver.

Anticipated Exploration

Several of the target areas on the property, including the area in the vicinity of the historic San Martin mine workings, have yet to be drill tested as there is currently no road access to the area. Management would like to conduct further exploration on the property, either directly or through a joint-venture or option agreement.

4.  Nueva Union

The Nueva Union Property is without known reserves and the work being done by Golden Goliath is exploratory in nature. Golden Goliath’s interest in this property stemmed from earlier work, as described below, that was done in the area.

Acquisition of Interest

Golden Goliath has a 100% interest in this property. It consists of 1 exploration claim totaling 212 hectares. Minera Delta originally staked the claim in 1997. There is no royalty due on the property.

Location

The property is located in the Uruachic mining district, approximately 2.5 kilometers east-northeast of the town of Uruachic. It is almost contiguous to the Company’s San Timoteo property.

Exploration History

Mining activity on and near the property dates to the early 1800’s. The property was staked to cover a large, intense gossan surrounding several old mine tunnels on adjacent claims. After completing its Initial Public Offering, the Company established a survey grid which was used to conduct detailed geological mapping, soil and rock geochemical surveys, and Magnetic and Induced Polarization surveys. This work determined that the eastern portion of the claim held less exploration potential, and it was dropped from the claim.

Anticipated Exploration

At least two coincident geochemical and geophysical targets have been identified on the property, but have yet to bet tested. There has been no drilling conducted on the property. The Company may seek a joint-venture partner or an option agreement to advance exploration on the property.

5.  La Reforma

The La Reforma Property is without known reserves and the work being done by Golden Goliath is exploratory in nature. Golden Goliath’s interest in this property stemmed from earlier work, as described below, that was done in the area.

Acquisition of Interest

Golden Goliath has a 100% interest in this property. It consists of 2 exploration claims totaling 562.5 hectares (1,390 acres). Minera Delta originally acquired the first claim in 1994 from an arms-length party, which includes a 1% NSR which can be acquired by the Company for a payment of $500,000. In 1994, the Company optioned a 75% interest in the property to Levelland Energy & Resources Ltd. before reacquiring the interest in 1997. Additional claims were later staked to cover anomalies along the property’s northeast corner.

Because the Company is concentrating its exploration efforts on the Los Hilos-Las Bolas property, management determined it was prudent to write-down the carrying value of this property. During the Fiscal Year ended August 31, 2003, the Company wrote-down the value of the property by $(425,591).

Location

The property is located in the Uruachic mining district, approximately 2.5 kilometers west-northwest of the town of Uruachic.

Exploration History

Historic workings consisting of a few old tunnels exist in the central portion of the property, which are underlain by a large gossan. These tunnels have not been rehabilitated. There is also evidence of historic sampling and trenching occurs in several other areas of the property.

After the Company’s Initial Public Offering, the Company performed preliminary mapping and sampling, and the establishment of a detailed survey grid. This grid was used to conduct detailed soil and rock geochemistry, geological and alteration mapping, as well as Induced Polarization and Magnetic geophysical surveys. This work was followed by road building to access target areas, and a drill program consisting of 10 short reverse circulation drill holes. Drilling concentrated in a regional northeast to northwest mineralized trend which hosts numerous siliceous structures. The Dickite Zone is the most significant mineralized occurance identified to date. Two drill holes in the Dickite Zone intercepted anomalous gold mineralization.

Anticipated Exploration

Further drilling is required to test mineralization at depth and to the north along the trend. Additional surface exploration is also recommended test for possible extensions of the Dickite Zone to the south. The Company may conduct further exploration itself, or seek a joint-venture partner or optionee to fund additional exploration.

6.  Oteros/La Esperanza  Property

The Oteros/La Esperanza Property is without known reserves and the work being done by Golden Goliath is exploratory in nature. Golden Goliath’s interest in this property stemmed from earlier work, as described below, that was performed in the area.

Acquisition of Interest

Golden Goliath has a 100% interest in this property. It consists of 2 exploration claims totaling 398 hectares (983 acres). The Oteros claim was originally staked by Minera Delta, while the La Esperanza claim was acquired from an arms-length individual. The Las Esperanza claim is subject to a 2% NSR, which is capped at CDN$1,000,000.

In 1994, the claims were optioned to Levelland Energy & Resources and Canarc Resources Corp.  Canarc performed a limited amount of exploration on the claims before Canarc dropped its option and the Company reacquired a 100% interest in the claims.

Because the Company is concentrating its exploration efforts on the Los Hilos-Las Bolas property, management determined it was prudent to write-down the carrying value of this property. During the Fiscal Year ended August 31, 2004, the Company wrote down the value of the property by $(527,535).

Location

The property is located in the Uruachic mining district, approximately 5.5 kilometers south of the town of Uruachic.

Exploration History

During its option period, Canarc completed some road building and trenching on the property. After reacquiring a 100% interest in the project, Minera Delta took 219 surface samples and discovered a historical shaft on the Oteros claim. In 1997, Minera Delta began to excavate this shaft and took grab samples from the exposed faces. After the Company’s Initial Public Offering, a survey grid and detailed geological mapping, soil and rock geochemical surveys, as well as Magnetic and Induced Polarization surveys were completed on the property.

The Aerodat aerial geophysical survey outlined two resistivity lows in the north central Oteros mineral claim. These anomalies are on the east and west flanks of the vein swarm on the La Esperanza mineral claim.  A total of 14 short drill holes tested the central and southeastern portions of the Oteros claim with limited success. A second large target lies west of the area of this work and remains untested.

Anticipated Exploration

The Company is seeking to enter into an option agreement with an arms-length party to fund additional exploration on the property.

7.  Nopalera, Flor and Del Trigo Claims

The Nopalera, Flor and Del Trigo claims are without known reserves and the work being done by Golden Goliath is exploratory in nature. Golden Goliath’s interest in these claims is due to their close proximity to the Los Hilos-Las Bolas property.

Acquisition of Interest

Golden Goliath has a 100% interest in these claims. These claims total 1,349 hectares. The claims were originally acquired by Minera Uruachic, and acquired by the Company through the default of a promissory note held by the Company by Minera Uruachic. Minera Uruachic is a related company to Golden Goliath in that it is controlled by J. Paul Sorbara, the President of Golden Goliath and Daniel Nofrietta Fernandez, a Director of Golden Goliath.

Location

The claims are located in the Uruachic mining district, contiguous to the Company’s Los Hilos-Las Bolas property.

Exploration History

The Company has conducted geological mapping and sampling on the claims, as well as an Induced Polarization geophysical survey on a grid established over much of the claims’ area. This survey outlined several targets, including a strong target beneath old mine working on the Flor claim.

Anticipated Exploration

Several targets on the claims are planned for drill testing in conjunction with the upcoming drill program on the Los Hilos-Las Bolas property during the Fall of 2005.

8.  Bufalo, La Hermosa and La Barranca Claims

The Bufalo, La Hermosa claims are without known reserves and the work being done by Golden Goliath is exploratory in nature. Golden Goliath’s interest in these claims is due to results of regional prospecting work conducted in the area.

Acquisition of Interest

Golden Goliath has a 100% interest in these claims. These claims total 826 hectares. The La Hermosa and La Barranca claims were staked by the Company, while the Bufalo claim was staked by Industrias Penoles (“Penoles”) after being invited to visit the Company’s properties. Penoles later assigned the claims to the Company for reimbursement of its staking costs.  

Location

The claims are located on the perimeter of the Uruachic mining district.

Exploration History

The Company has performed only limited exploration work on the claims. All were staked due to positive results from a regional prospecting program. The La Barranca claim hosts a mineralized showing known as Cobrizo, which the Company has mapped and sampled.

Anticipated Exploration

At this time, the Company intends to conduct no exploration work on the claims in fiscal 2006. Golden Goliath will hold the claims and seek a possible joint-venture partner to fund any further exploration on these claims.

9.  Chamizal Property

The Chamizal property is the Company’s only property not located in the Uruachic mining district. The property is without known reserves and the work being done by Golden Goliath is exploratory in nature. Golden Goliath’s interest in this property is due to historical workings in the area and the property’s favorable geological setting.

Acquisition of Interest

Golden Goliath has a 100% interest in the property, which totals 689 hectares. The property was staked by Minera Delta in 1998. There are no royalties due on the property.

Accessibility, Infrastructure, Climate, and Physiography

Chamizal is located in central Chihuahua State, Mexico, approximately 85 kilometers south of the city of Chihuahua. Access is from Chihuahua on a paved state highway and paved secondary roads to the village of El Chamizal, then 5 kilometers west on gravel tracks to the property. Water is available from tributary of the Rio Conchos River which flows through the town of El Chamizal.

The property is in the Sierra de Chaconena, and elevation ranges from 1,560 to 2,330 meters above sea level. Topography is rugged, and is sparsely covered by desert vegetation.

Regional and Project Area Geology

The property is underlain by the Aurora Limestone unit that is known to host Lead-Zinc-Silver mineralization in other areas in the district. There are several areas of historic mine workings on the property, including the southwestern workings which comprise two tunnels of more than 400 meters in length. These tunnels contain large stopes where Lead-Zinc-Silver mineralization has been mined previously.

Exploration History

The Company has performed only limited exploration work on the claims. Surface mapping and sampling has had limited success. It has been recommended that comprehensive geophysical surveys be performed on the property in order to define drill targets.

Anticipated Exploration

At this time, the Company intends to conduct no exploration work on the property in fiscal 2006. Golden Goliath will continue to hold the property while it seeks a joint-venture partner to fund exploration work.

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the Fiscal Years Ended 8/31/2004, 8/31/2003 and 8/31/2002 and for the nine month fiscal periods ended 5/31/2005, 5/31/2004 and 5/31/2003 should be read in conjunction with the financial statements of Golden Goliath and the notes thereto.

Overview

During Fiscal 2001, ended August 31^st, Golden Goliath completed its initial public offering and raised $4,500,000 through the sale of 9,000,000 shares. Also the Company raised $18,156 pursuant to the exercise of share purchase warrants related to a private placement, which occurred prior to the initial public offering.

During Fiscal 2002, ended August 31^st, Golden Goliath raised $950,760 through the sale of 2,112,800 shares.

During Fiscal 2003, ended August 31^st, Golden Goliath raised $1,113,900 through the sale of 7,988,888 shares.

During Fiscal 2004, ended August 31^st, Golden Goliath raised $2,243,922 through the sale of 8,873,511 shares.

During the nine month fiscal period ended May 31, 2005, Golden Goliath raised no additional capital.

Results of Operations

The Nine Months Ended 5/31/2005 vs. the Nine Months Ended 5/31/2004

The Company spent $362,198 on its Mexican properties during the nine months ending May 31, 2005. Work was largely focused on diamond drilling and geology and mapping on its Los Hilos - Las Bolas properties.

For the quarter ended May 31, 2005, the Company incurred a net loss of $127,636 compared to a net loss of $93,724 for the previous quarter ended February 28, 2005. The significant difference between the two quarters was a loss on foreign exchange of $6,348 in the most recent quarter compared to a gain of $15,970 the prior quarter as a result of fluctuations in the value of the Canadian dollar to the Mexican Peso.

For the quarter ended May 31, 2005 there was a total of $127,648 in administrative expenses. The significant variances in the past quarter from the previous one include increases in the category of rent and utilities in the amount of $7,753, travel expenses in the amount of $4,066 and office and general in the amount of $4,331. Travel expenses were up to $7,320 from $3,254 as the Company began its drilling program in Mexico during the quarter ended May 31, 2005. The category of office and general increased due to the higher level of business activity that occurred as a result of the drilling program. All other expenses were similar to prior quarters.

For the nine months ended May 31, 2005, the Company incurred a net loss of $$455,009 compared to a net loss of $329,881 for the previous nine months ended May 31, 2004. Two significant differences between the two fiscal periods were increases in interest income in the amount of approximately $20,000 (For the nine-month fiscal period ended May 31, 2005 interest income was $22,077 as compared to $1,442 for the nine month fiscal period ended May 31, 2004) and Stock based compensation in the amount of $133,559.

The reason for the higher interest income was that in the latter fiscal period the Company maintained higher cash balances in its deposit accounts.

The reason for the significant increase in stock based compensation was that the Company applied the fair value based method of accounting for stock based compensation granted to employees, directors and consultants The $133,599 fair value of the options issued since September 1, 2004 was estimated using an option-pricing model. (This is fully explained in noted 3 and 7 to the unaudited financial statements for the fiscal period ended May 31, 2005.

For the nine months ended May 31, 2005 there was a total of $480,671 in administrative expenses. The significant variances in the nine months ended May 31, 2005 as compared to the nine months ended May 31, 2004 include increases in the following categories:

1.

Management fees increased by $37,000. This was due primarily to the higher level of business activity associated with the property exploration in Mexico.

2.

The category of “office and General” increased by $19,759.  This increase was also due to the higher level of overall business activity which was made possible by the additional funding received by the Company during the first nine months of Fiscal 2005.

3.

Professional fees decreased slightly by $8,654. This was due to increased legal and accounting fees resulting from the higher level of business activity in the prior nine-month period.

As of May 31, 2005, deferred mineral property exploration costs totaled $2,324,032 compared to $1,961,834 at August 31, 2004. In the current fiscal year, the Company has spent $105,437 on diamond drilling and $142,635 doing geology and mapping on its Los Hilos, Las Bolas and Nopalera properties. In addition, the Company spent $16,424 on assaying, $45,455 on property taxes and passage rights and $20,813 on salaries in Mexico. These expenditures relate mainly to the Company’s Los Hilos and Las Bolas properties.

Fiscal 2004 Ended 8/31/2004 vs. Fiscal 2003 Ended 8/31/2003

Golden Goliath had no income from operations during the fiscal years ended August 31, 2004 and August 31, 2003.

During the fiscal year ended 8/31/2004 Golden Goliath continued doing exploration work on its properties located in Mexico

The Company reported a loss of ($1,631,004) or ($0.05) per share compared to a loss of ($1,691,704) or ($0.07) per share during the previous year, a slight decrease in loss of $60,700. The decrease in loss was primarily attributable to decreases in various expenses as follows:

1.

Professional fees decreased by $26,481 due to managements’ decision to bring more of the mineral exploration work in-house.

2.

Investor relations decreased by $30,274. This was due to the fact that management decided to cease promotion activities because of their perception of a low level of interest among investors involved in the resource industry.

3.

Rent and utilities decreased by $9,802 because office space on the Corona Property was no longer needed due to a cessation of drilling.

4.

Wages and benefits decreased by $10,968 because temporary employees were no longer needed when drilling stopped on the
Corona Property.

Fiscal 2003 Ended 8/31/2003 vs. Fiscal 2002 Ended 8/31/2002

Golden Goliath had no income from operations during the fiscal years ended 8/31/2003 and 8/31/2002.

During the fiscal year ended August 31, 2003 Golden Goliath continued doing exploration work on its properties located in Mexico.

During the fiscal year-ended August 31, 2003, the Company reported a loss of ($1,691,704) or ($0.07) per share compared to a loss of ($546,950) or ($0.03) per share during the year ended March 31, 2003, an increase in loss by $1,144,754. The increase in loss was attributable to a write-down of mineral properties, which occurred during the fiscal year ended August 31, 2003, in the amount of $1,137,160 and a foreign exchange loss in the amount of $72,155.

During the fiscal year ended August 31, 2003, the Company wrote off $425,591 of the costs associates with the La Reforma Property; $630,547 of the costs associated with the Corona Property; and, $81,022 of the costs associated with the Bufalo La Hermosa La Barranca El Chamizal Property.

The costs associated with the La Reforma Property were written off because the Company plans no immediate future work on the Property and consequently the write-down is required by standards of Canadian Gaap.

The costs associated with the Bufalo La Hermosa La Barranca El Chamizal Property were written off because the Company plans no immediate future work on this property and consequently the write-down is required by standards of Canadian Gaap.

The foreign exchange loss occurred because Minera Delta S.A. de C.V. is an integrated foreign operation and is translated as follows: monetary items and those non-monetary items that are carried at market are translated to Canadian dollars at the rate prevailing on the balance sheet date. Non-monetary items, other than those carried at market, are translated at historical exchange rates. Income statement items are translated on the date of occurrence. Amortization expenses are translated at the same exchange rates as the assets to which they relate. The resulting gains or losses arising on the translation of foreign currency items are credited or charged to earnings.

In an effort to conserve capital during the fiscal year ended August 31, 2003, the Company did reduce discretionary internal expenses. Reductions occurred in the expense categories of office and general, professional fees, investor relations, travel and rent/utilities. The reduction in these expenses totaled $90,745. The Company decided to reduce these expenses to preserve cash in order to allow further exploration activity.

Fiscal 2002 Ended 8/31/2002 vs. Fiscal 2001 Ended 8/31/2001

Golden Goliath had no income from operations during the fiscal years ended 8/31/2002 and 8/31/2001.

For the fiscal year ended August 31, 2002 the Company incurred a net loss of $546,950, compared to a net loss of $438,396 for the fiscal year ended August 31, 2001. The increase in net loss can be attributable to an increase in expenses of $32,711 and a reduction in interest income of $84,072 from 2001 to 2002. The Company earned more interest in 2001 as it still had significant cash from its initial public offering financing. The Company spent the proceeds of this financing in 2001 and the first half of 2002.

The Company’s expenses for the fiscal year ended August 31, 2002 were $578,612 compared to $545,901 in the previous fiscal year. The significant expense items include wages and benefits of $176,887, investor relations of $107,384, rent and utilities of $81,776 and management fees of $60,000. These expenses are similar to the previous fiscal year. The most significant variation in expenses between Fiscal 2002 and Fiscal 2001 was an increase of $40,206 for investor relations. This increase reflected the Company’s efforts to attempt to improve investor communication. The Company had a permanent full-time person engaged in shareholder communication and management attended all the major trade shows related to mining and mineral exploration.

With respect to the other expenses professional fees were down $17,413 in Fiscal 2002 as the Company employed less outside professional advisors. Rent and utilities were up $12,459 mainly from the increased office costs associated with additional employees and consultants employed during the fiscal year to assist in managing, analyzing and planning drilling programs, travel was down $12,601 as there were fewer back and forth trips to Mexico and wages and salaries were up $15,341 as more consultants and employees were engaged at various times during the year.

Liquidity and Capital Resources

Nine Months Ended 5/31/2005

The Company has financed its operations almost exclusively through the sale of its common shares to investors and will be required to continue to do so for the foreseeable future.

The Company had working capital of $1,301,606 at May 31, 2005 compared to a working capital position of $1,612,051 at February 28, 2005. The Company’s cash position at May 31, 2005 was $1,253,376.

The Company believes it does not have sufficient working capital to meet its obligations for the next 12 months as the Company intends to be aggressive in its exploration this year. The Company has a large portfolio of exploration properties and has sufficient cash to meet its next phase of exploration, however, additional capital will be required to continue work after this next phase and to meet its working capital requirements. Management plans to meet the Company’s working capital requirements through the sale of common shares. Currently, management is planning a private placement financing, only to Canadian residents, later in the year.

Other than property taxes, which are approximately $70,000 per year, the Company does not have any capital resource commitments.

Fiscal 2004 ended 8/31/2004

The Company has financed its operations almost exclusively through the sale of its common shares to investors and will be required to continue to do so for the foreseeable future.

During the fiscal year ended August 31, 2004, a total of $540,000 was raised by the issue of 1,200,000 shares through a private placement. The Company also issued 7,673,511 shares in the year for the exercise of share purchase warrants related to an earlier private placement raising a total of $1,689,052.

The Company had working capital of $1,988,129 at August 31, 2004 compared to a working capital position of $721,080 at August 31, 2003. The improvement in working capital was largely a result of warrants being exercised during the year. The Company’s cash position at August 31, 2004 was $2,008,799.

Fiscal 2003 ended 8/31/2003

During the year ended August 31, 2003, a total of $1,240,000 was raised by the issue of 7,988,888 shares through private placements and in fiscal 2002, a total of $1,074,510 was raised by the issue of 2,387,800 shares through private placements.

Working capital was $721,080 as at August 31, 2003 compared to $684,693 in 2002. The increase reflects the fact that the Company had completed a financing on August 29, 2003. The Company spent almost $556,656 during the 2003 fiscal year on exploration expenditures and $190,516 on the acquisition of the Los Hilos, Las Bolas and surrounding claims. The Company has sufficient funds on hand in order to continue its exploration programs.

US GAAP Reconciliation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”) that differ in certain material respects from accounting principles generally accepted in the United States (“US GAAP”).

a) Acquisition of Mineral Properties and Deferred Exploration Costs

Mineral property exploration and acquisition expenditures are accounted for in accordance with Canadian GAAP as disclosed in Note 2. Under US GAAP, mineral property acquisition and exploration expenditures related to unproven mineral properties are required to to be expensed as they are incurred. When proven reserves are determined for a property, subsequent development costs of the property are capitalized. The capitalized costs of such properties would then be measured, on a periodic basis, to ensure that the carrying value can be recovered on an undiscounted cash-flow basis. If the carrying value cannot be recovered on this basis, the mineral properties would be written down to net recoverable value on a discounted cash flow basis.

b) Stock-based Compensation

The Company accounts for all stock options granted to non-employees using the fair-value method of accounting. In respect to stock options granted to employees and directors, the Company uses the intrinsic value-based method of accounting, which recognizes compensation expense only when the market price exceeds the exercise price at the date of grant.

If the Company had accounted for its stock based compensation plan for employees under FAS No. 123 (fair-value method), the pro forma impact would have been as follows:

	2004	2003	2002
Risk-free interest rate	4.28%	4.25%	4.25%
Expected life of options	3 years	3 years	3 years
Expected volatility of the Company’s share price	100 %	87 %	87 %
Expected dividend yield	Nil	Nil	Nil
Weighted average fair value of options granted	($165,667)	($360,827)	($106,454)
Pro forma loss per year under US GAAP	($1,165,485)	(2,025,393)	(2,707,273)
Loss per share
US GAAP	($0.03)	($0.08)	($0.17)
US GAAP Pro forma	($0.04)	($0.09)	($0.18)

c) Escrow Shares

Under Canadian GAAP, shares held in escrow and contingently issuable are included in the calculation of loss per share, however under U.S. GAAP, these shares are excluded until the shares are released for trading.

The following is a reconciliation of the numerators and denominators of the basic and diluted loss per share calculations.  Diluted loss per share is not presented as it is anti-dilutive.

	2004	2003	2002
Net Loss under U.S. GAAP	(999,818)	(1,664,566)	(2,600,819)
Weighted-average number of shares outstanding    under Canadian GAAP	30,596,312	22,846,773	18,423,548
Escrow shares outstanding	None	1,087,541	3,262,615
Weighted average number of shares outstanding under US GAAP	30,596,312	21,759,232	15,160,933
Loss per share under US GAAP	(0.03)	(0.08)	(0.17)

5.E.  Off-Balance Sheet Arrangements.

5.F.  Tabular disclosure of contractual obligations.

--- No Disclosure Necessary ---

Critical Accounting Policies

Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  On a regular basis, we evaluate our estimates and assumptions.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements

Foreign Currency and Hedging

In November 2001, the CICA issued Accounting Guideline 13, “Hedging Relationships” (“AcG 13”) which establishes new criteria for hedge accounting and will apply to all hedging relationships in effect for the Company’s years ending on or after August 1, 2003. Effective August 1, 2003, the Company will reassess all hedging relationships to determine whether the criteria are met or not and will apply the new guidance on a prospective basis. To qualify for hedge accounting, the hedging relationship must be appropriately documented at the inception of the hedge and there must be reasonable assurance, both at the inception and throughout the term of the hedge, that the hedging relationship will be effective. The Company does not currently have any hedging relationships.

Disposal of Long-Lived Assets and Discontinued Operations

In December 2002, the CICA issued Handbook Section 3475 for Disposal of Long-Lived Assets and Discontinued Operations with the purpose of harmonizing Canadian GAAP with U.S. GAAP. The section is effective for disposal activities initiated by a commitment to a plan on or after May 1, 2003, with earlier adoption encouraged. The key aspects of Handbook Section 3475 are as follows:

•

a long-lived asset to be disposed of other than by sale should continue to be classified as held and used until it is disposed of;

•

a long-lived asset can only be classified as held for sale if certain criteria are met;

•

an asset classified as held for sale should be measured at the lower of its carrying amount or fair value less costs to sell;

•

an asset classified as held for sale should be measured at the lower of its carrying amount or fair value less costs to sell;

•

a loss recognized on classification of an asset as held for sale does not include future operating losses;

•

discontinued operations are defined more broadly than previously. They comprise dispositions where the operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the enterprise;

•

the income statement display of discontinued operations is unchanged from previous display; and,

•

various disclosures related to the disposal of long-lived assets is required.

The Company is currently assessing the impact of Handbook Section 3475 on its financial position and results of operations.

Variable Interest Entities

In January 2003, the FASB issued Interpretation No. 46 “Consolidation of Variable Interest Entities” (“VIE’s”) (“FIN 46”) which requires that companies that control another entity through interests other than voting interest should consolidate the controlled entity. In the absence of clear control through a voting equity interest, a company’s exposure (variable interests) to the economic risk and the potential rewards from a VIE’s assets and activities are the best evidence of a controlling financial interest. VIE’s created after January 31, 2003 must be consolidated immediately. VIE’s existing prior to February 1, 2003 must be consolidated by the Company commencing with its first quarter 2004 financial statements. The Company has determined that it does not have any VIE’s which will require consolidation.

Derivatives and Hedging Activities

In April 2003, the FASB issued SFAS No, 149 “Amendment of SFAS No. 133 on Derivative Instruments and Hedging Activities”. SFAS 149 amends and clarifies accounting for SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”. In particular, it clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative as discussed in SFAS No. 133; clarifies when a derivative contains a financing component; amends the definition to conform it to the language used in the FASB Interpretation No. 45; and amends certain other existing pronouncements. This is substantially consistent with the CICA EIC Abstract 128, Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. CICA EIC Abstract 128 is effective for fiscal years begin ning on or after July 1, 2003. The Company adopted the provisions of SFAS No. 149 for US GAAP purposes on January 1, 2003 and adopted the provision of EIC 128 on January 1, 2003.  The adoption of these pronouncements is not expected to have a material effect on the Company’s financial statements.

Asset Retirement Obligations

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations." This Statement requires companies to record the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets, except for certain obligations of lessees.  Under this standard, the initial recognition of the liability is capitalized as part of the asset cost and depreciated over its estimated useful life.  The Company has determined that it does not have any asset retirement obligations.

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

6.A.  Directors and Senior Management

Table No. 6

Directors and Senior Management

9/15/2005

______________________________________________________________________________

Name	Age	Date First Elected or Appointed
J. Paul Sorbara,Director/President	53	February 5, 1997 (Officer) and June 10, 1998 (Director)
Daniel Nofrietta Fernandez, Director	65	June 10, 1998
Richard W. Hughes, Director	72	June 10, 1998
Edward K. Sorbara, Director	62	June 10, 1998
Sean Boyd, Director	47	December 15, 2000
Dr. Andrew Robinson, Director	62	December 17, 1998
Rob Hutchinson, Director	50	December 1, 2000
Stephen Pearce, Corporate Secretary	35	December 11, 2000

______________________________________________________________________________

J. Paul Sorbara has been the President of the Company since February 5, 1997 and a Director of the Company since June 10, 1998. Mr. Sorbara is a graduate of the University of Toronto where he received a Bachelor of Science Degree in 1976 and a Master of Science Degree in 1979. He received the designation of Professional Geologist in 1991 from the Association of Professional Engineers and Geoscientists in British Columbia and in 1985 the Geological Association of Canada awarded him the designation of Fellow of the Geological Association of Canada. He also serves as the President of Minera Delta S.A. de C.V., a wholly owned subsidiary of Golden Goliath. He owns a consulting firm called Sorbara Geological Consulting Ltd., but devotes very little time to that company. He currently devotes 100% of his time to his duties as the President of the Company.

Daniel Nofrietta Fernandez has been a Director of the Company since June 10, 1998. He graduated with a degree in engineering from the Universidad Autonoma De Mexico in 1965. In 1969 he graduated from the University of Arizona with a degree in Geology and in 1974 he graduated from the Colorado School of Mines with a degree in Exploration Geology. He has been the President and a Director of Minera Uruachic S.A. de C.V. since 1999 and the President and a Director of the Company’s wholly owned subsidiary, Minera Delta S.A. de C.V. since 1992. He devotes 100% of his time to the affairs of the Company.

Richard W. Hughes has been a Director of the Company since June 10, 1998. Mr. Hughes has been the President of Hastings Management since 1967. (Hastings Management is a private company owned by Mr. Hughes that assists Canadian public companies with capital formation and investor relations.) He currently is associated with the following public companies:

Position	Issuer	Exchange	Since
Director/President	Abitibi Mining Corp.	TSX	1983
Director	Alamos Gold Corp.	TSX	2000
Director	Amador Gold Corp.	TSX	2002
Director/President	Golden Chalice Resources Inc.	TSX	2004
Director	Golden Goliath Resources	TSX	1999
Director	Kalahari Resources Inc.	TSX	1994
Director/President	Klondike Gold Corp.	TSX	1985
Director	Kootenay Gold Inc.	TSX	2005
Director	Ncodym Technologies Inc.	TSX	1986
Director	Radiant Resources Inc.	TSX	1997
Director	Rio Fortuna Exploration Corp.	TSX	2002
Director	Rio Verde Industries Inc.	TSX	1999
Director/President	Sedex Mining Corp.	TSX	1980
Director	Yale Resources Ltd.	TSX	1988

Mr. Hughes devotes 5% of his time to the affairs of the Company.

Edward K. Sorbara has been a Director of the Company since June 10, 1998. He is a cousin of the President, Mr. Paul Sorbara. Edward Sorbara received his Bachelors Degree in Commerce from the University of Toronto in 1964 and his MBA from the University of Chicago in 1967. He has been employed by Sorbara Services Ltd. as the Principal since 1967.  Sorbara Services Ltd. is involved in the real estate industry in Toronto as developers. He spends 5% of his time on the affairs of the Company.

Sean Boyd has been a Director of the Company since December 15, 2000. He holds the designation of Chartered Accountant which he received in 1985. He is a graduate of the University of Toronto where he received a Bachelors Degree in Commerce in 1981. He is currently the President of Agnico-Eagle Mines, a public company which trades on the New York Stock Exchange, the Toronto Stock Exchange and the Montreal Stock Exchange. He is also affiliated with the following public companies:

Company	Position	Exchange	Since
Mentor Exploration and Development Co. Ltd	President, CEO and Director	Toronto Stock Exchange	1999
Sudbury Contact Mines Ltd.	President, CEO and Director	Toronto Stock Exchange	1999
Langes Silver & Cobalt Mining Co.	President, CEO and Director	OTC (Toronto)	1985

Mr. Boyd devotes 5% of his time to the affairs of the Company.

Dr. Andrew Robinson has been a Director of the Company since December 17, 1989. Dr. Robinson received his Doctorate and Bachelor of Science Degrees from the University of Witwatersrand in the Republic of South Africa. He holds the designation of Professional Engineer which was awarded to him from both the Association of Professional Engineers & Geoscientists of British Columbia and the Association of Professional Engineers of Ontario. Since April 1994 Robertson Geoconsultants Inc., a company that he owns, has employed him. Through his company he provides consulting services to mining companies. He currently devotes 5% of his time to the affairs of the Company.

Rob Hutchinson has been a Director of the Company since December 1, 2000. He graduated from the University of British Columbia with a Bachelor of Science Degree in 1978. A co-founder of eCharge Corporation (www.echarge.com), Rob held numerous position within eCharge including, President, and Chief Technical Officer. Prior to co-founding eCharge Corporation, Rob Hutchison was President of SNI Corporation, which specialized in the integration of SUN Microsystems UNIX based systems and Internet & Firewall Security. He is also Vice President and co-founder of Vivox International Inc. He devotes 5% of his time to the affairs of the Company.

Stephen Pearce has been the Corporate Secretary of the Company since December 11, 2000. Mr. Pearce graduated from York University in 1993 with a degree in Economics. He received his law degree from the University of British Columbia in 1996. He is an attorney specializing in junior mining companies. Mr. Pearce devotes 20% of his time to the affairs of the Company.

The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.

The Senior Management serves at the pleasure of the Board of Directors.

No Director and/or Senior Management had been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Senior Management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.

There are no family relationships between any two or more Directors or Senior Management with the exception of J. Paul Sorbara and Edward Sorbara who are brothers.

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.

6.B.  Compensation

Cash Compensation

Total compensation accrued and/or paid (directly and/or indirectly) to all Directors/Senior Management during the year ended 8/31/2004 was $83,000, paid to Paul Sorbara, the President of the Company.

Summary Compensation Table

		Annual Compensation			Long Term Compensation
					Awards		Payouts
				Other		Restricted		All
				Annual	Securities	Shares or		other
Name and Principal				Compen-	Under	Restricted	LTIP	Compen
Position	Year	Salary	Bonus	sation (1)	Options	Shares	Payouts	-sation
		($)	($)	($)	(#)	Units	($)	($)
						($)
J. Paul Sorbara	2004	83,000	Nil	Nil	150,000	Nil	Nil	Nil
President	2003	60,000	Nil	Nil	50,000	Nil	Nil	Nil
	2002	60,000	Nil	Nil	Nil	Nil	Nil	Nil
Dennis Fong (1)	2004	Nil	Nil	Nil	150,000	Nil	Nil	Nil
Chief Financial Officer	2003	Nil	Nil	Nil	50,000	Nil	Nil	Nil
	2002	Nil	Nil	Nil	Nil	Nil	Nil	Nil

(1) Mr. Fong has since deceased.

Table No. 7

Stock Option Grants Since December 12, 2000                          

Name of Optionee	No. of Optioned Shares Remaining	Totals	Exercise Price	Original Date of Grant (1)	Expiry Date
Officers/Director:
Paul Sorbara	300,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Paul Sorbara	50,000		$0.25	Dec. 30, 2002	Dec. 30, 2007
Paul Sorbara	150,000		$0.36	Nov. 10, 2003	Nov. 10, 2008
Paul Sorbara	100,000	600,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Daniel Nofrietta	250,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Daniel Nofrietta	25,000		$0.36	Nov. 10, 2003	Nov. 10, 2008
Daniel Nofrietta	50,000	325,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Richard W. Hughes	200,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Richard W. Hughes	20,000		$0.25	Dec. 30, 2002	Dec. 30, 2007
Richard W. Hughes	80,000		$0.36	Nov. 10, 2003	Nov. 10, 2008
Richard W. Hughes	50,000	350,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Dennis S. Fong	200,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Dennis S. Fong	50,000		$0.25	Dec. 30, 2002	Dec. 30, 2007
Dennis S. Fong	150,000		$0.36	Nov. 10, 2003	Nov. 10, 2008
Dennis S. Fong	100,000	500,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Andy Robertson	75,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Andy Robertson	25,000		$0.36	Nov. 10, 2003	Nov. 10, 2008
Andy Robertson	50,000	150,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Edward Sorbara	75,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Edward Sorbara	50,000		$0.36	Nov. 10, 2003	Nov. 10, 2008
Edward Sorbara	50,000	175,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Sean Boyd	75,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Sean Boyd	25,000		$0.25	Dec. 30, 2002	Dec. 30, 2007
Sean Boyd	50,000		$0.36	Nov. 10, 2003	Nov. 10, 2008
Sean Boyd	50,000	200,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Rob Hutchinson	75,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Rob Hutchinson	50,000		$0.25	Dec. 30, 2002	Dec. 30, 2007
Rob Hutchinson	75,000	200,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Stephen Pearce	50,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Stephen Pearce	25,000		$0.25	Dec. 30, 2002	Dec. 30, 2007
Stephen Pearce	25,000		$0.36	Nov. 10, 2003	Nov. 10, 2008
Stephen Pearce	50,000	150,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Employees:
Allan Campbell	30,000 (-30,000)			Dec. 12, 2000	Dec. 2002 cancelled
Carmen de la Fuente	100,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Carmen de la Fuente	50,000		$0.25	Dec. 30, 2002	Dec. 30, 2007
Carmen de la Fuente	-50,000		$0.25	Dec. 12, 2000	Nov., 2003   Sold
Carmen de la Fuente	50,000		$0.36	Nov. 10, 2003	Nov. 10, 2008
Carmen de la Fuente	50,000	200,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Blanca Saenz	50,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Blanca Saenz	15,000	65,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Oswaldo Bustillos	50,000	50,000	$0.25	Dec. 12, 2000	Dec. 12, 2005
Hussein Kanoosi	15,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Hussein Kanoosi	15,000		$0.25	Dec. 26, 2001	Dec. 26, 2006
Hussein Kanoosi	25,000	55,000	$0.36	Nov. 10, 2003	Nov. 10, 2008
Omar Rodriquez	15,000		$0.25	Dec. 12, 2000	Dec. 12, 2005
Omar Rodriquez	35,000		$0.25	Dec. 30, 2002	Dec. 30, 2007
Omar Rodriquez	25,000		$0.36	Nov. 10, 2003	Nov. 10, 2008
Omar Rodriquez	50,000	100,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
Ronda Ross-Love	15,000	15,000	$0.25	Dec. 12, 2000	Dec. 12, 2005
Winnie Nowell	10,000	10,000	$0.25	Dec. 12, 2000	Dec. 12, 2005
Phil Southam	10,000	10,000	$0.25	Dec. 12, 2000	Dec. 12, 2005
Dale Dobson	10,000	10,000	$0.25	Dec. 12, 2000	Dec. 12, 2005
Carlos Jurado	25,000 (-25,000)			Dec. 12, 2000	Dec. 2002 cancelled
	25,000 (-25,000)			Jan. 15, 2004	April 2004 cancelled
Raju Wani	30,000	30,000	$0.25	Dec. 12, 2000	Dec. 12, 2005
David Dunn	100,000 (-100,000)			Dec. 12, 2000	Aug., 2001 cancelled
Piort Lutynski	50,000		$0.25	Aug.13, 2001	Aug.13, 2006
Piort Lutynski	50,000		$0.25	Oct. 26, 2001	Oct. 26, 2006
Piort Lutynski	-100,000		$0.25	Oct. 26, 2001	Oct., 2003 Sold
Robert Carriere	50,000 (-50,000)			July 16, 2002	Dec. 2002, cancelled
Jesse Menzies	50,000 (-50,000)		$0.25	Dec.30, 2002	June 2003, cancelled
Alistair Barrett	25,000	25,000	$0.52	Jan. 15, 2004	Jan. 15, 2009
Alex Boronowski	100,000	100,000	$0.30	Nov. 19, 2004	Nov. 19, 2009
		3,320,000

Total Number of  Shares:

3,750,000

(1)

The market value of the common stock at the date of the option grant is disclosed below.

a.

December 12, 2000: $0.30

b.

August 31, 2001  : $0.40

c.

October 26, 2001:  $0.59

d.

July 16, 2002    : $0.38

e.

December 30, 2002: $0.25

f.

November 10, 2003: $0.36

g.

January 15, 2004 : $0.52

h.

November 19, 2004: $0.28

______________________________________________________________________________

______________________________________________________________________________

Table No. 8

Aggregated Stock Options Exercises in Fiscal 2004

Fiscal Yearend Unexercised Stock Options

Fiscal Yearend Stock Option Values

Senior Management/Directors

Name Number of Shares Acquired on Exercise Aggregate Value Realized Number of Unexercised Options at Fiscal Year-End Exercisable/Unexercisable Value of Unexercised In-the-Money Options at Fiscal Year-End Exercisable/Unexercisable

No stock options were exercised by Senior Management or Directors during Fiscal 2004

_____________________________________  _________________________________________

___________________________________  ___________________________________________

Director Compensation.  Golden Goliath has no formal plan for compensating its Directors for their service in their capacity as Directors.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors.  The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of Golden Goliath  other than services ordinarily required of a Director.  Other than indicated below no Director received any compensation for his services as a Director, including committee participation and/or special assignments.

Stock Options.  Golden Goliath  may grant stock options to Directors, Senior Management and employees.  1,495,000 stock options have been granted and none were exercised during Fiscal 2004 and thru 9/15/2005. Refer to ITEM #6.E., "Share Ownership" and Table No. 8 for information about stock options outstanding.

Change of Control Remuneration.  Golden Goliath  has no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of Golden Goliath  in Fiscal 2004 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$60,000 per Senior Management.

Other Compensation.  No Senior Management/Director received “other compensation” in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Senior Management/Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.

Bonus/Profit Sharing/Non-Cash Compensation.  Except for the stock option program discussed in ITEM #6.E., Golden Goliath had no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to Golden Goliath's Directors or Senior Management.

Pension/Retirement Benefits.  No funds were set aside or accrued by Golden Goliath  during Fiscal 2004 to provide pension, retirement or similar benefits for Directors or Senior Management.

6.C.  Board Practices

6.C.1.  Terms of Office.  Refer to ITEM 6.A.1.

6.C.2.  Directors’ Service Contracts.  --- No Disclosure Necessary ---

6.C.3.  Board of Director Committees.

Golden Goliath has an Audit Committee, which recommends to the Board of Directors the engagement of the independent auditors of Golden Goliath  and reviews with the independent auditors the scope and results of Golden Goliath’s audits, Golden Goliath’s internal accounting controls, and the professional services furnished by the independent auditors to Golden Goliath.  The current members of the Audit Committee are: Dr.
Andrew Robinson, Mr. Richard Hughes and Mr. Sean Boyd.  The Audit Committee met once during the year ended 8/31/2004.

6.D.  Employees

As of 9/15/2005, Golden Goliath had one employee in Canada and four employees in Mexico, excluding the Senior Management.

6.E.  Share Ownership

Table No. 7 lists, as of 9/15/2005, Directors and Senior Management who beneficially own Golden Goliath's voting securities, consisting solely of common shares, and the amount of Golden Goliath 's voting securities owned by the Directors and Senior Management as a group.

Table No. 9

Shareholdings of Directors and Senior Management

Shareholdings of 5% Shareholders

______________________________________________________________________________

______________________________________________________________________________

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common	J. Paul Sorbara      (1)	1,669,600	5%
Common	Daniel Nofrietta Fernandez (2)	1,440,500	4%
Common	Stephen Pearce       (3)	150,000	<1%
Common	Edward K. Sorbara    (4)	646,625	2%
Common	Richard Hughes       (5)	665,000	2%
Common	Andrew Robertson     (6)	501,000	1%
Common	Sean Boyd            (7)	200,000	<1%
Common	Rob Hutchison        (8)	200,000	<1%
Common	David W. Tice & Associates, LLC (9)	2,083,333	6%
	Total Directors/Management 5% Holders	7,556,058	21%

(1)

Of these shares, 600,000 are represented by currently exercisable share purchase options and none are represented by currently exercisable share purchase warrants. 1,055,500 of these shares are held in the name of Sorbara Geological Consulting Ltd. which is wholly owned by Paul Sorbara.

(2)

Of these shares, 325,000; are represented by currently exercisable share purchase options and none are represented by currently exercisable share purchase warrants.

(3)

Of these shares, 150,000 are represented by currently exercisable share purchase options and none are represented by currently exercisable share purchase warrants.

(4)

Of these shares, 174,000 are represented by currently exercisable share purchase options; and 110,000 are represented by currently exercisable share purchase warrants.

(5)

Of these shares, 350,000 are represented by currently exercisable share purchase options and 15,000 are represented by currently exercisable share purchase warrants. 50,000 of these shares are held in the name of Hastings Management, a company wholly owned by Richard Hughes.

(6)

Of these shares, 300,000 are represented by currently exercisable share purchase options and none are represented by currently exercisable share purchase warrants. 150,000 of the options are held in the name of A. MacG. Robertson & Associates, Inc., a company wholly owned by Andrew Robertson. 62,000 shares are held in the name of A. MacG. Holdings, Inc., a company wholly owned by Andres Robertson. 139,000 shares are held in the name of A. MacG. Robertson & Associates, Inc.

(7)

Of these shares, 200,000 are represented by currently exercisable share purchase options and none are represented by currently exercisable share purchase warrants.

(8)

Of these shares, 200,000 are represented by currently exercisable share purchase options and none are represented by currently exercisable share purchase warrants.

(9)

Of these shares, 694,444 are represented by currently exercisable share purchase warrants. All the shares and share purchase warrants are held in the name of the Prudent Bear Fund which is wholly owned by David W. Tice & Associates, LLC.

# Based on 37,235,200 shares outstanding as of 9/15/2005

Stock Options.  The terms of incentive options grantable by Golden Goliath  are done in accordance with the rules and policies of the TSX Exchange and the British Columbia Securities Commission, including the number of common shares under option, the exercise price and expiry date of such options, and any amendments thereto.  Golden Goliath adopted a formal written stock option plan (the "Plan") on 2/28/2005. (A copy of Golden Goliath ’s Stock Option Plan is included with this document as an exhibit.)

Such “terms and conditions”, including the pricing of the options, expiry and the eligibility of personnel for such stock options; and are described below.

The principal purposes of Golden Goliath’s stock option program are to (a) assist the company in attracting, retaining, and motivating directors, officers and employees of the Company and, (b) to closely align the personal interests of such directors, officers and employees with the interests of the Company and its shareholders.

The Plan provides that stock options may be granted to service providers for Golden Goliath.  The term “service providers” means (a) any full or part-time employee or Officer, or insider of Golden Goliath or any of its subsidiaries; (b) any other person employed by a company or individual providing management services to Golden Goliath; (c) any other person or company engaged to provide ongoing consulting services for Golden Goliath or any entity controlled by Golden Goliath or (d) any individual engaged to provide services that promote the purchase or sale of the issued securities (any person in (a), (b), (c) or (d) hereinafter referred to as an “Eligible Person”); and (e) any registered retirement savings plan established by such Eligible Person, or any corporation controlled by such Eligible Person, the issued and outstanding voting shares of which are, and will continue to be, beneficially owned, directly or indirectly, by such Eligible Person and/or spouse, children and/or grandchildren of such Eligible Person.  For stock options to Employees, Consultants or Management Company Employees, Golden Goliath must represent that the optionee is a bona fide Employee, Consultant or Management Company Employee as the case may be.  The terms “insider” “Controlled” and “subsidiary” shall have the meanings ascribed thereto in the Securities Act (Ontario) from time to time.  Subject to the foregoing, the board of directors or Committee, as applicable, shall have full and final authority to determine the persons who are to be granted options under the Plan and the number of shares subject to each option.

The Plan shall be administered by the board of directors of Golden Goliath or a committee established by the board of directors for that purpose.  Subject to approval of the granting of options by the board of directors or Committee, as applicable, Golden Goliath shall grant options under the Plan.

The Plan provides that the aggregate number of shares of Golden Goliath , which may be issued and sold under the Plan, will not exceed 10% of the issued shares of Golden Goliath .  Golden Goliath shall not, upon the exercise of any option, be required to issue or deliver any shares prior to (a) the admission of such shares to listing on any stock exchange on which Golden Goliath ’s shares may them be listed, and (b) the completion of such registration or other qualification of such shares under any law, rules or regulation as Golden Goliath shall determine to be necessary or advisable.  If any shares cannot be issued to any optionee for whatever reason, the obligation of Golden Goliath to issue such shares shall terminate and any option exercise price paid to Golden Goliath shall be returned to the optionee.

If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated stock option shall again be available for the purposes of the Plan.  Any stock option outstanding when the Plan is terminated will remain in effect until it is exercised or it expires.  The Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:

(a) options will be non-assignable and non-transferable except that they will

    be exercisable by the personal representative of the option holder in the

    event of the option holder’s death;

(b) options may be exercisable for a maximum of five years from grant date;

(c) options to acquire no more than 5% of the issued shares of Golden Goliath  

    may be granted to any one individual in any 12-month period;

(d) options to acquire no more than 2% of the issued shares of Golden Goliath      

    may be granted to any one consultant in any 12-month period;

(e) options to acquire no more than an aggregate of 2% of the issued shares of

    Golden Goliath may be granted to an employee conducting investor

    relations

    activities (as defined in TSX Venture Exchange Policy 1.1), in any 12

    month period;

(f) options to acquire no more than 10% of the issued shares of Golden Goliath

    may be granted to any insiders in any 12-month period;

(g) options held by an option holder who is a director, employee, consultant

    or management company employee must expire within 90 days after the option

    holder ceases to be a director, employee, consultant or management company

    employee;

(h) options held by an option holder who is engaged in investor relations

    activities must expire within 30 days after the option holder ceases to be

    employed by Golden Goliath  to provide investor relations activities; and

(i) in the event of an option holder’s death, the option holder’s personal

    representative may exercise any portion of the option holder’s vested

    outstanding options for a period of one year following the option holder’s

    death.

The Plan provides that other terms and conditions may be attached to a particular stock option, such terms and conditions to be referred to in a schedule attached to the option certificate.  Stock options granted to directors, senior officers, employees or consultants will vest when granted unless otherwise determined by the Board on a case by case basis, other than stock options granted to consultants performing investor relations activities, which will vest in stages over 12 months with no more than one-fourth of the options vesting in any three month period.

The price at which an option holder may purchase a common share upon the exercise of a stock option will be as set forth in the option certificate issued in respect of such option and in any event will not be less than the discounted market price of Golden Goliath ’s common shares as of the date of the grant of the stock option (the “Award Date”).  The market price of Golden Goliath ’s common shares for a particular Award Date will typically be the closing trading price of Golden Goliath ’s common shares on the day immediately preceding the Award Date, or otherwise in accordance with the terms of the Plan.  Where there is no such closing price or trade on the prior trading day “market price” shall mean the average of the most recent bid and ask of the shares of Golden Goliath  on any stock exchange on which the shares are listed or dealing network on which the shares of Golden Goliath  trade.

In no case will a stock option be exercisable at a price less than the minimum prescribed by each of the organized trading facilities or the applicable regulatory authorities that would apply to the award of the stock option in question.

Common shares will not be issued pursuant to stock options granted under the Plan until they have been fully paid for by the option holder.  Golden Goliath  will not provide financial assistance to option holders to assist them in exercising their stock options.

The names and titles of the Directors/Executive Officers of Golden Goliath to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in Table No. 7 as of 9/15/2005, as well as the number of options granted to Directors and independent contractors.

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.  Major Shareholders.

7.A.1.a.  Holdings By Major Shareholders.

Refer to ITEM #6.E and Table No. 7.

7.A.1.b.  Significant Changes in Major Shareholders’ Holdings.

---No Disclosure Required---

7.A.1.c.  Different Voting Rights.  Golden Goliath’s major shareholders do not have different voting rights.

7.A.2.  Canadian Share Ownership.

On 9/15/2005, Golden Goliath ’s shareholders’ list showed 37,246,311 common shares outstanding and 33 registered shareholders.  Golden Goliath has researched the indirect holding by depository institutions and other financial institutions estimates that there are: 22 holders of record" resident in Canada, holding 34,690,173 common shares; 10 “holders of record" resident in the USA, holding 2,496,138 common shares; and, 1 holder of record resident elsewhere holding 60,000 common shares.

7.A.3.  Control of the Company  Golden Goliath  is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  Golden Goliath is not controlled by any foreign government or other person(s) except as described in ITEM #4.A., “History and Growth of the Company”, and ITEM #6.E., “Share Ownership”.

7.A.4.  Change of Control of Company Arrangements

---No Disclosure Necessary---

7.B.  Related Party Transactions

The Company has an administrative services agreement with Hastings Management Corp. whereby Hastings provides services to the Company including supervising and administering 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, promotional materials and other documents required to be disseminated to the public and responding to any requests for information or questions which may be posed by the public; providing access to 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 the Company may require. These costs to Hastings Management a re divided between several public and private companies and not all the costs of each category is paid by any one company. As such, while most companies charge these expenses individually to the income statement the Company reduces these costs by sharing them with other companies. Hastings Management estimates the percentage of time spent on any one company in any given period and it is charged proportionately. Richard Hughes, a Director of Golden Goliath, owns Hastings Management. During the nine months ended May 31, 2005, Hastings Management charged the Company $31,500 for these services.

At Fiscal 2004 year end (8/31/2004) accounts payable and accrued liabilities include $3,382 (2003: Nil) due to Paul Sorbara, the President of the Company.

During the year ended August 31, 2004, the Company paid $83,000 (2003: $60,000) for geological and management services to Paul Sorbara, the President of the Company.

Hastings Management charged $38,500 for the year ended August 31, 2004 (2003: $42,000), in respect of rent and office administration costs on behalf of the Company.

Accounting Fees

Golden Goliath  paid accounting fees of $7,998.25 and $15,594.00 to Morgan and Company, Chartered Accounts during the years ended 8/31/2003 and 8/31/2004, respectively.

Indirect Payments to Paul Sorbarard, President

See Item 7.B Related Party Transactions

Shareholder Loans

---No Disclosure Required---

Amounts Owing to Senior Management/Directors

There is no money owing to members of senior management of members of the Board of Directors.

There have been no transactions since 8/31/2005, or proposed transactions, which have materially affected or will materially affect Golden Goliath  in which any director, executive officer, or beneficial holder of more than 5% of the outstanding common shares, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.  

7.C.  Interests of Experts and Counsel

---No Disclosure Necessary---

ITEM 8.  FINANCIAL INFORMATION

8.A.  Consolidated Statements and Other Financial Information

Golden Goliath 's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of Golden Goliath, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Registration Statement.  The audit reports of Morgan and Company, Chartered Accountants, are included herein immediately preceding the financial statements.

Audited Financial Statements:

  Fiscal 2004/2003 Ended August 31^st

8.A.7.  Legal/Arbitration Proceedings

The Directors and the management of Golden Goliath do not know of any material, active or pending, legal proceedings against them; nor is Golden Goliath involved as a plaintiff in any material proceeding or pending litigation.

The Directors and the management of Golden Goliath know of no active or pending proceedings against anyone that might materially adversely affect an interest of Golden Goliath.

8.B.  Significant Changes

ITEM 9.  THE OFFER AND LISTING

9.A.  Common Share Trading Information

The Company's common shares trade on the TSX Venture Exchange in Toronto, Ontario, Canada, under the symbol "GNG".  Golden Goliath applied for listing on the TSX Venture Exchange and began trading on the TSX Venture Exchange on 10/16/2001.

Table No. 10 lists the high, low and closing sales prices on the TSX Venture Exchange for the last six months, last eight fiscal quarters, and last five fiscal years.

______________________________________________________________________________

______________________________________________________________________________

Table No. 13

TSX Venture Exchange (formerly the Canadian Venture Exchange)

And Toronto Stock Exchange (TSE)

Common Shares Trading Activity

- Sales -

Canadian Dollars

Period	High	Low
Month ended 08/31/05	$0.175	$0.145
Month Ended 07/31/05	$0.160	$0.140
Month Ended 06/30/05	$0.190	$0.145
Month Ended 05/31/05	$0.200	$0.135
Month Ended 04/30/05	$0.245	$0.195
Month Ended 03/31/05	$0.250	$0.210
Fiscal Year Ended 08/31/2005	$0.350	$0.140
Fiscal Year Ended 08/31/2004	$0.720	$0.200
Fiscal Year Ended 08/31/2003	$0.420	$0.130
Fiscal Year Ended 08/31/2002	$0.740	$0.220
Fiscal Year Ended 08/31/2001	$0.450	$0.200
Fiscal Quarter Ended 08/31/2005	$0.190	$0.140
Fiscal Quarter Ended 05/31/2005	$0.250	$0.135
Fiscal Quarter Ended 02/28/2005	$0.270	$0.185
Fiscal Quarter Ended 11/30/2004	$0.365	$0.230
Fiscal Quarter Ended 08/31/2004	$0.390	$0.225
Fiscal Quarter Ended 05/31/2004	$0.620	$0.240
Fiscal Quarter Ended 02/29/2004	$0.710	$0.455
Fiscal Quarter Ended 11/30/2003	$0.720	$0.210

______________________________________________________________________________

______________________________________________________________________________

9.A.5.  Common  Share Description

Registrar/Common Shares Outstanding/Shareholders

The authorized capital of Golden Goliath consists of an unlimited number of common shares without par value.   

Computershare Trust Company of Canada (located at 510 Burrard Street, Vancouver, British Columbia Canada V5K 1A1) is the registrar and transfer agent for the common shares.

Stock Options

Refer to ITEM 6.E. and Table No. 8 for additional information.

Table No. 14 lists, as of 9/15/2005, share purchase warrants outstanding, the date the share purchase warrants were issued, the exercise price, and the expiration date of the share purchase warrants.  

Table No. 14

Share Purchase Warrants Outstanding

______________________________________________________________________________

Effective Date of Issuance	Number of Share Purchase Warrants Originally Issued	Number of Share Purchase Warrants Still Outstanding	Year #1	Year #2	Expiration Date of Share Purchase Warrants
1/28/2004	1,200,000	1,200,000	$0.55	$0.55	1/28/2006

______________________________________________________________________________

9.A.6.  Differing Rights

9.A.7.a.  Subscription Warrants/Right

9.A.7.b.  Convertible Securities/Warrants

---No Disclosure Necessary---

9.C.  Stock Exchanges Identified

The common shares trade on the TSX Venture Exchange in Toronto, Ontario.

Refer to ITEM #9.A.4.

ITEM 10.  ADDITIONAL INFORMATION

10.A.  Share Capital

10.A.1.  Authorized/Issued Capital.  As of 9/15/2005, there was an unlimited number of common shares authorized.   

As of 9/15/2005, there were 37,235,200 common share issued.

During the last five years, less than 1% of the capital has been “paid for” with assets other than cash.

10.A.2.  Shares Not Representing Capital.

10.A.3.  Shares Held By Company.

---No Disclosure Necessary---

10.A.4.  Stock Options/Share Purchase Warrants

10.A.5.  Stock Options/Share Purchase Warrants

---Refer to Table No. 8 and Table No. 10.---

10.A.6.  History of Share Capital

Golden Goliath  has financed its operations through funds raised in public/private placements of common shares and Special Warrants; and shares issued upon conversion of Special Warrants.

______________________________________________________________________________

Fiscal Year	Nature of Share Issuance	Number of Shares	Amount
Fiscal 2001	Initial Public Offering (1)	9,000,000	$4,500,000
	Issued as expense of Initial Public Offering (2)	150,000	$75,000
	Exercise of share purchase warrants (3)	51,875	$18,156
Fiscal 2002	Private Placement (4)	2,112,800	$950,760
Fiscal 2003	Private Placement (5)	6,600,000	$990,000
	Private Placement (6)	1,388,888	$249,999
Fiscal 2004	Private Placement (7)	1,200,000	$540,000
	Private Placement (8)	200,000	$40,000
	Exercise of share purchase options	150,000	$52,370
	Exercise of share purchase warrants (9)	12,627	$3,157
	Exercise of share purchase warrants (10)	7,310,884	$1,608,395
Fiscal 2005 to date	No shares were issued during Fiscal 2005 ended 8/31/2005.

______________________________________________________________________________

10.A.7.  Resolutions/Authorizations/Approvals

---No Disclosure Necessary---

10.B.  Memorandum and Articles of Association

The Company was incorporated under the Company Act (British Columbia) on June 12, 1996. Upon replacement of the Company Act (British Columbia) by the British Columbia Business Corporation Act in 2004, management approved the transition of the Company under the new Act. At the Company’s Annual and Special General Meeting held on February 8, 2005, shareholders approved new Corporate Articles.

There are no restrictions on the business the company may carry on in the Articles of Incorporation.

Under Article 17 of the Company’s articles and bylaws a director is not allowed to vote on any transaction or contract with the Company in which he has a disclosable interest unless all directors have a disclosable interest in that transaction.

Part 16 of the Company’s bylaws address the powers and duties of the directors, while Part 8 discusses the Borrowing Powers. The Company may, if authorized by the directors, may:

a)

borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;

b)

issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

c)

guarantee the repayment of money by any other person or the performance of any obligation of any other person;

d)

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

There are no age limit requirements pertaining to the retirement or non-retirement of directors and a director need not be a shareholder of the Company.

The Company may determine that directors may receive remuneration for acting as directors. Any remuneration will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such. The Company may also reimburse each director for the reasonable expenses that he or she may incur in or about the business of the Company. If any director performs any professional or other services for the Company that in the opinion of the directors is outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors and such remuneration may be either in addition to or substitution for any other remuneration they may be entitled to receive.

Article 21 deals with Indemnification of individuals. The directors must cause the Company to indemnify its officers and directors, and former officers and directors, and alternate directors, and their respective heirs and personal or other legal representatives to the greatest extent permitted by the Business Corporations Act. Each director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in this section. Subject to any restrictions in the Act, the Company may indemnify any other person. The failure of a director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part. The Company may also purchase insurance for any persons classified as above.

The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:

Common Shares

The authorized shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.

Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.  No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

The Company may by special resolution, create, define, and attach special rights or restrictions on any shares and by special resolution and by otherwise complying with any applicable provision of its Memorandum or these Articles to vary or delete any special rights and restrictions attached to any shares.

An annual general meeting shall be held once every calendar year at such time (not being more than 15 months after holding the last preceding annual meeting) and place as may be determined by the Directors. The Directors may, as they see fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Company Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Corporations Act.

There are no limitations upon the rights to own securities.

There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.

There is no special ownership threshold above which an ownership position must be disclosed.

A copy of the Company’s Articles has been filed as an exhibit to this Registration Statement.

10.C.  Material Contracts

10.D.  Exchange Controls

Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of Golden Goliath ’s securities, except as discussed in ITEM 10, ”Taxation" below.

Restrictions on Share Ownership by Non-Canadians:  There are no limitations under the laws of Canada or in the organizing documents of Golden Goliath  on the right of foreigners to hold or vote securities of Golden Goliath , except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of Golden Goliath  by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of Golden Goliath . "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

10.E.  Taxation

Canadian Federal Income Tax Considerations

The following is a brief summary of some of the principal Canadian federal income tax consequences to a holder of common shares of Golden Goliath  (a "U.S. Holder") who deals at arm's length with Golden Goliath , holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the "Act") and the Canada – United States Income Tax Convention (the "Treaty"), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada.  Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere.

Under the Act and the Treaty, a U.S. Holder of common shares will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares.  The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of Golden Goliath  and the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities.

In general, a U.S. Holder will not be subject to Canadian income tax on capital gains arising on the disposition of shares of Golden Goliath  unless (i) at any time in the five-year period immediately preceding the disposition, 25% or more of the shares of any class or series of the capital stock of Golden Goliath  was owned by (or was under option of or subject to an interest of) the U.S. holder or persons with whom the U.S. holder did not deal at arm's length, and (ii) the value of the common shares of Golden Goliath  at the time of the disposition derives principally from real property (as defined in the Treaty) situated in Canada. For this purpose, the Treaty defines real property situated in Canada to include rights to explore for or exploit mineral deposits and other natural resources situated in Canada, rights to amounts computed by reference to the amount or value of production from such resources, certain other rights in respect of natural resources situated in Canada and shares of a corporation the value of whose shares is derived principally from real property situated in Canada.

The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company. A foreign corporation, such as Golden Goliath , will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year. Golden Goliath  believes that it was not a passive foreign investment company for the taxable year ended 12/31/2003 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.

Dividends

A Holder will be subject to Canadian withholding tax ("Part XIII Tax") equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on common shares.  Under the Canada-U.S. Income Tax Convention (1980) as amended by the Protocols signed on 6/14/1983, 3/28/1984, 3/17/1995, and 7/29/1997 (the "Treaty"), the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States and who is the beneficial owner of the dividend, is 5%.  If the Holder is a company that owns at least 10% of the voting stock of the Company paying the dividend, and, in all other cases, the tax rate is 15% of the gross amount of the dividend.  Golden Goliath  will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

Disposition of Common Shares

A Holder who disposes of a common share, including by deemed disposition on death, will not normally be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted "taxable Canadian property" as defined by the Tax Act.  Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder if the share is listed on a prescribed stock exchange unless the Holder or persons with whom the Holder did not deal at arm's length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of Golden Goliath .  The Canadian Venture Exchange is a prescribed stock exchange under the Tax Act.  A Holder who is a resident of the United States and realizes a capital gain on a disposition of a common share that was taxable Canadian property will neverth eless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 month period preceding the disposition, or (c) the Holder is an individual who (i) was a resident of Canada at any time during the 10 years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the common share when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on a disposition of a common share must include three quarters of the capital gain (taxable capital gain) in computing the Holder's taxable income earned in Canada.  The Holder may, subject to certain limitations, deduct three-quarters of any capital loss (allowable capital loss) arising on a disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains realized in any of the three preceding years or any subsequent year.

United States Taxation

For federal income tax purposes, an individual who is a citizen or resident of the United States or a domestic corporation ("U.S. Taxpayer") will recognize a gain or loss on the sale of Golden Goliath 's common shares equal to the difference between the proceeds from such sale and the adjusted tax basis of the common shares.  The gain or loss will be a capital gain or capital loss if Golden Goliath 's common shares are a capital asset in U.S. Taxpayer's hands.

For federal income tax purposes, a U.S. Taxpayer will be required to include in gross income dividends received on Golden Goliath 's common shares.  A U.S. Taxpayer who pays Canadian tax on a dividend on common shares will be entitled, subject to certain limitations, to a credit (or alternatively, a deduction) against federal income tax liability.  A domestic corporation that owns at least 10% of the voting shares should consult its tax advisor as to applicability of the deemed paid foreign tax credit with respect to dividends paid on Golden Goliath 's common shares.

Under a number of circumstances, United States Investor acquiring shares of Golden Goliath  may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255.  In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of Golden Goliath  will be required to file such a return.  Other filing requirements may apply, and United States Investors should consult their own tax advisors concerning these requirements.

The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company.  A foreign corporation, such as Golden Goliath , will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year.  Golden Goliath  believes that it was not a passive foreign investment company for the taxable year ended 12/31/2004 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.  

10.F.  Dividends and Paying Agents

Golden Goliath  has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future.  The present policy of Golden Goliath  is to retain future earnings for use in its operations and the expansion of its business.

Notwithstanding the aforementioned: Golden Goliath  is unaware of any dividend restrictions; has no specific procedure for the setting of the date of dividend entitlement; but might expect to set a record date for stock ownership to determine entitlement; has no specific procedures for non-resident holders to claim dividends, but might expect to mail their dividends in the same manner as resident holders.  Golden Goliath  has not nominated any financial institutions to be the potential paying agents for dividends in the United States.

10.G.  Statement by Experts  

Golden Goliath ’s auditor for its financial statements for each of the preceding three years was G. Ross McDonald, Independent Chartered Accountant.  Their audit report for Fiscal 2004/2003/2002 is included with the related financial statements in this Registration Statement with their consent.

10.H.  Document on Display

--- No Disclosure Necessary ---

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

--- No Disclosure Necessary ---

ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A.  Debt Securities            --- No Disclosure Necessary ---

12.B.  Warrants and Rights        --- No Disclosure Necessary ---

12.C.  Other Securities           --- No Disclosure Necessary ---

12.D.  American Depository Shares  -- No Disclosure Necessary ---

PART II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

--- No Disclosure Necessary ---

ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY

          HOLDERS AND USE OF PROCEEDS

--- No Disclosure Necessary ---

ITEM 15.  CONTROLS AND PROCEDURES Golden Goliath  carried out an evaluation, under the supervision and with the participation of Golden Goliath ’s management, including Golden Goliath ’s President, of the effectiveness of the design and operation of Golden Goliath ’s “disclosure controls and procedures” [as defined in the Exchange Act Rule 13a-15(e)] as of the end of the period covered by this report.  Based upon that evaluation, the President concluded that Golden Goliath ’s disclosure controls and procedures are effective in timely alerting them to material information relating to Golden Goliath  required to be included in Golden Goliath ’s periodic SEC filings, and that information is recorded, processed, summarized and reported as and when required.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

There was no significant change in Golden Goliath ’s internal control over financial reporting that occurred during Golden Goliath ’s most recently completed fiscal year ended 8/31/2004 that has materially affected, or is reasonably likely to materially affect, Golden Goliath ’s internal control over financial reporting.  Nor were there any significant deficiencies or material weaknesses in Golden Goliath's internal controls requiring corrective actions.

ITEM 16.  RESERVED

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16B. CODE OF ETHICS

ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E. PURCHASES OF EQUITY SECFURITIES BY GOLDEN GOLIATH /AFFILIATED PURCHASERS

---Not Applicable---

PART III

ITEM 17.  FINANCIAL STATEMENTS

Golden Goliath 's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of Golden Goliath , conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Registration Statement.  The audit report of Morgan and Company, Independent Chartered Accountants, is included herein immediately preceding the audited financial statements.

Audited Financial Statements

Unaudited Financial Statements

ITEM 18.  FINANCIAL STATEMENTS

Golden Goliath  has elected to provide financial statements pursuant to ITEM #17.

ITEM 19.  EXHIBITS

1. Certificate of Incorporation, Certificate of Name Change, Articles of Incorporation and By-Laws

2. Instruments defining the rights of holders of the securities being registered

***See Exhibit Number 1***

3. Voting Trust Agreements – N/A

4. Material Contracts – N/A

5. List of Foreign Patents – N/A

6. Calculation of earnings per share – N/A

7. Explanation of calculation of ratios – N/A

8. List of Subsidiaries

9. Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A

10.Other documents

     Information Circular/Management Proxy

     Form of Proxy for the Annual General Meeting held on February 8, 2005

     Auditor Consent dated September 30, 2005

Signature Page          

GOLDEN GOLIATH RESOURCES LTD.

CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

AUDITORS’ REPORT

To the Shareholders of Golden Goliath Resources Ltd.

We have audited the consolidated balance sheets of Golden Goliath Resources Ltd. as at August 31, 2004 and 2003, and the consolidated statements of operations and deficit, and cash flows for the years ended August 31, 2004, 2003 and 2002.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2004, 2003 and 2002, and the results of its operations and its cash flows for each of the years ended August 31, 2004, 2003 and 2002, in accordance with Canadian generally accepted accounting principles.  

December 7, 2004

/s/ Morgan & Company

Vancouver, Canada

Chartered Accountants

Comments by Auditors for U.S. Readers

on Canada – U.S. Reporting Conflict

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going concern, such as those described in Note 1 to the financial statements.  Our report to the shareholders, dated December 7, 2004, is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors’ report when these are adequately disclosed in the financial statements.

December 7, 2004

/s/ Morgan & Company

Vancouver, Canada

Chartered Accountants

GOLDEN GOLIATH RESOURCES LTD.

CONSOLIDATED BALANCE SHEETS

		AUGUST 31              2004                     2003
ASSETS
Current
Cash and cash equivalents	$	2,008,799	$	734,850
Accounts receivable (Note 3)		20,702		19,655
Prepaid expenses		3,500		9,070
		2,033,001		763,575
Mineral Property Acquisition Costs (Note 4)		386,859		485,870
Mineral Property Exploration Costs (Note 4)		1,961,834		2,500,140
Capital Assets (Note 5)		27,445		39,410
	$	4,409,139	$	3,788,995
LIABILITIES
Current
Accounts payable and accrued liabilities	$	44,872	$	42,495
SHAREHOLDERS’ EQUITY
Share Capital (Note 6)		10,083,599		7,835,501
Contributed Surplus		15,543		14,870
Deficit		(5,734,875)		(4,103,871)
		4,364,267		3,746,500
	$	4,409,139	$	3,788,995

Approved by the Directors:
“J. Paul Sorbara”	“Stephen W. Pearce”

GOLDEN GOLIATH RESOURCES LTD.

CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT

	YEAR ENDED AUGUST 31
	2004	2003	2002
Expenses
Amortization	9,215	11,937	10,189
Automobile	3,958	3,265	3,372
Foreign exchange loss	8,771	72,155	7,147
Gain on sale of capital assets	(523)	-	(5,099)
Management fees	83,000	60,000	60,000
Office and general	29,839	20,839	40,202
Professional fees	27,981	54,402	66,949
Investor relations	42,905	73,179	107,384
Rent and utilities	56,867	66,669	81,776
Transfer agent and filing fees	23,758	6,974	5,738
Travel	18,926	16,592	26,115
Wages and benefits	161,713	172,681	176,887
Write down of mineral properties	1,169,699	1,137,160	-
Loss Before The Following	(1,636,109)	(1,695,853)	(580,660)
Interest Income	5,105	4,149	33,710
Loss for the Year	(1,631,004)	(1,691,704)	(546,950)
Deficit, beginning of Year	(4,103,871)	(2,412,167)	(1,865,217)
Deficit, end of Year	(5,734,875)	(4,103,871)	(2,412,167)
Loss Per Share – Basic And Diluted	(0.05)	(0.07)	(0.03)
Weighted Average Number of Common Shares Outstanding – Basic And Diluted	30,596,312	22,846,773	18,423,548

GOLDEN GOLIATH RESOURCES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	YEAR ENDED AUGUST 31
	2004	2003	2002
Cash provided by (used for)
Operating activities
Net loss for the year	(1,631,004)	(1,691,704)	(546,950)
Items not affecting cash:
Stock based compensation	-	14,870	-
Gain on disposal of capital asset	(523)	-	(5,099)
Amortization	9,215	11,937	10,189
Write down of mineral properties	1,169,699	1,137,160	-
Change in non-cash working capital items:
Interest receivable	-	-	80,763
Accounts receivable	(1,047)	81,849	(44,704)
Accounts payable and accrued liabilities	2,377	(214,651)	212,029
Prepaid expenses	5,570	(3,757)	4,947
Cash used in operating activities	(445,713)	(664,296)	(288,825)
Investing activities
Due from related party	-	-	(51,729)
Expenditures on mineral properties	(516,839)	(549,618)	(1,597,178)
Purchase of property and equipment	(319)	(158)	(33,250)
Proceeds from sales of capital assets	3,592	-	5,099
	(513,566)	(549,776)	(1,677,058)
Financing activities
Share issue (costs) recovery	4,176	(126,100)	(79,060)
Share issuances for cash	2,229,052	1,240,000	1,074,510
	2,233,228	1,113,900	995,450
Increase (decrease) in cash	1,273,949	(100,172)	(970,433)
Cash and cash equivalents, beginning of year	734,850	835,022	1,805,455
Cash and cash equivalents, end of year	2,008,799	734,850	835,022
Supplementary cash flow information
Shares issued for exploration costs	15,543	-	-

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

1.

NATURE OF OPERATIONS

The Company was incorporated under the Company Act of British Columbia on June 12, 1996.

The Company’s principal business activity is the exploration of mineral properties in Mexico.  The Company has not yet determined whether these properties contain reserves that are economically recoverable.  

The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral concessions, the ability of the Company to obtain financing to complete the development, and to attain future profitable production from the properties or proceeds from disposition.

2.

SIGNIFICANT ACCOUNTING POLICIES

a)

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries, Minera Delta S.A. de C.V. of Mexico, and 4247 Investments Ltd. of British Columbia.

b)

Use of Estimates

Financial statements prepared in conformity with generally accepted accounting principles require management to make estimates and assumptions, which can affect the reported balances. In determining estimates of the valuation of its assets, the Company relies on assumptions regarding applicable industry performance and prospects, as well as general business and economic conditions that prevail and are expected to prevail. Assumptions underlying the asset valuations are limited by the availability of reliable comparable data and the uncertainty of predictions concerning future events.

c)

Mineral Property Acquisition and Exploration Costs

The Company records its interest in mineral properties at cost, less option income realized. The cost of mineral properties and related exploration costs are deferred until the properties are brought into production, sold or abandoned. These deferred costs will be amortized on the unit-of-production basis over the estimated useful life of the properties following the commencement of production or are written-off if the properties are sold, allowed to lapse or abandoned.  Amounts shown for the mineral properties and their related deferred exploration costs represent costs incurred and are not intended to reflect present or future values.

Management reviews capitalized costs on its mineral properties on a periodic basis and will recognize impairment in value based upon current exploration results and upon management’s assessment of the future probability of profitable revenues from the property or from sale of the property.

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

d)

Capital Assets

Capital assets are recorded at cost and are amortized on a straight-line basis over their estimated useful lives.  The following rates are applied:

Computer equipment	25%
Furniture and fixtures	10%
Vehicles	25%

The Company periodically evaluates the recoverability of its property, plant and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  An impairment loss would be recognized when estimates of future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount.

e)

Loss Per Share

Loss per share has been calculated using the weighted average number of common shares outstanding for the year. The Company calculates diluted earnings per share using the treasury stock method.  Basic and diluted losses per share are the same, as the effect of potential issuances of shares under warrants or share option arrangements would be anti-dilutive.

f)

Stock Based Compensation

The Company accounts for all stock options granted to non-employees using the fair value-based method of accounting. In respect of stock options granted to employees and directors, the Company has elected to adopt the intrinsic value-based method of accounting, which recognizes compensation expense only when the market price exceeds the exercise price at the date of grant, but which requires pro forma disclosure of net loss as if these grants were accounted for using the fair value method. Consideration paid on the exercise of stock options is credited to share capital.

g)

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.  Future tax assets are recognized to the extent that they are considered more likely than not to be realized.  Future income tax liabilities or assets are calculated using the tax rates anticipated to apply in the periods that the temporary differences are expected to reverse.

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

h)

Foreign Currency Translation

Minera Delta S.A. de C.V. is an integrated foreign operation and has been translated as follows; monetary items and those non-monetary items that are carried at market are translated to Canadian dollars at the rate prevailing on the balance sheet date. Non-monetary items, other than those carried at market, are translated at historical exchange rates. Income statement items have been translated on the date of occurrence.  Amortization expense is translated at the same exchange rates as the assets to which they relate. The resulting gains or losses arising on the translation of foreign currency items are credited or charged to earnings.

i)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and those short term money market instruments that are readily convertible to cash with an original term of less than ninety days.

j)

Financial Instruments

The carrying value of cash and short term investments, accounts receivable and accounts payable and accrued liabilities approximate their fair value due to their short term nature, unless otherwise noted.

3.

ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

	2004		2003
Taxes recoverable	$	15,815	$	16,891
Other receivable		2,891		2,764
Interest receivable		1,996		-
	$	20,702	$	19,655

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

4.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS

State of Chihuahua, Mexico

											BUFALO		LOS HILOS
											LA		LAS BOLAS
											HERMOSA		EL MANTO
	SAN								OTEROS		LA BARRANCA		DON LAZARO			NOPALERA
	TIMOTEO		NUEVA		LA				LA		EL		AMPLIACION			FLOR DEL			TOTAL			TOTAL
	ORO		UNION		REFORMA		CORONA		ESPERANZA		CHAMIZAL		LA VERDE			TRIGO			2004			2003
Acquisition costs	$	-	$	-	$	-	$	-	$	-	$	-		$	-		$	-		$	-		$	190,516
Exploration costs
Assaying		-		-		-		-		-		-			72,532			-			72,532			79,073
Drilling		-		-		-		-		-		-			149,372			-			149,372			166,000
Geology and mapping		-		534		-		-		-		-			111,432			4,168			115,920			95,796
Consulting		-		-		-		-		-		-			15,543			-			15,543			-
Property taxes and passage rights		1,229		3,168		10,771		11,616		3,286		14,646			5,084			19,233			69,033			72,943
Salaries		-		8,127		-		-		-		505			15,486			487			24,605			26,836
Travel		-		3,935		-		-		-		473			6,597			279			11,284			5,204
Road construction and site preparation		-		-		-		-		-		-			44,424			-			44,424			63,378
Food and lodging		-		2,138		-		-		-		-			711						2,849			11,747
Miscellaneous		594		3,038		-		-		-		2,565			14,130			6,279			26,820			35,679
Current costs		1,823		20,940		10,771		11,616		3,286		18,189			435,311			30,446			532,382			747,172
Balance, beginning of year		773,801		314,017		425,590		630,548		524,249		93,579			215,778			8,448			2,986,010			3,375,998
Write down of mineral properties		-		-		-		(642,164)		(527,535)		-			-			-			(1,169,699)			(1,137,160)
Balance, end of year	$	775,624	$	334,957	$	436,361	$	-	$	-	$	111,768		$	651,089		$	38,894		$	2,348,693		$	2,986,010
Costs summary
Acquisition	$	69,257	$	1,359	$	75,000	$	-	$	-	$	50,727		$	187,123		$	3,393		$	386,859		$	485,870
Exploration	$	706,367	$	333,598	$	361,361	$	-	$	-	$	61,041		$	463,966		$	35,501		$	1,961,834		$	2,500,140

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

4.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS (Continued)

State of Chihuahua, Mexico (Continued)

											BUFALO		LOS HILOS
											LA		LAS BOLAS
											HERMOSA		EL MANTO
	SAN								OTEROS		LA BARRANCA		DON LAZARO		NOPALERA
	TIMOTEO		NUEVA		LA				LA		EL		AMPLIACION		FLOR DEL		TOTAL		TOTAL
	ORO		UNION		REFORMA		CORONA		ESPERANZA		CHAMIZAL		LA VERDE		TRIGO		2003		2002
Acquisition costs	$	-	$	-	$	-	$	-	$	-	$	-	$	187,123	$	3,393	$	190,516	$	8,543
Exploration costs
Assaying		-		-		6,867		62,817		8,656		733		-		-		79,073		164,844
Drilling		-		-		-		166,000		-		-		-		-		166,000		616,920
Geology and mapping		1,803		964		7,074		52,303		9,993		4,631		19,028		-		95,796		222,622
Property taxes and passage rights		1,845		7,960		12,072		18,393		2,998		22,474		2,146		5,055		72,943		69,261
Salaries		-		13,480		-		3,783		7,507		71		1,995		-		26,836		109,979
Travel		-		62		-		2,869		102		451		1,720		-		5,204		8,941
Road construction and site preparation		-		463		2,454		53,810		6,651		-		-		-		63,378		292,539
Food and lodging		-		4,724		-		3,588		2,730		68		637		-		11,747		26,401
Miscellaneous		-		12,061		4		9,839		10,118		528		3,129		-		35,679		77,128
Current costs		3,648		39,714		28,471		373,402		48,755		28,956		215,778		8,448		747,172		1,597,178
Balance, beginning of year		770,153		274,303		822,710		887,693		475,494		145,645		-		-		3,375,998		1,778,820
Write down of mineral properties		-		-		(425,591)		(630,547)		-		(81,022)		-		-		(1,137,160)		-
Balance, end of year	$	773,801	$	314,017	$	425,590	$	630,548	$	524,249	$	93,579	$	215,778	$	8,448	$	2,986,010	$	3,375,998
Costs summary
Acquisition	$	69,257	$	1,359	$	75,000	$	22,500	$	76,511	$	50,727	$	187,123	$	3,393	$	485,870	$	445,356
Exploration	$	704,544	$	312,658	$	350,590	$	608,048	$	447,738	$	42,852	$	28,655	$	5,055	$	2,500,140	$	2,930,642

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

4.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS (Continued)

La Reforma Property is subject to a 1% net smelter return royalty with a 0.5% buyout for $500,000.

As at August 31, 2004, the Company had written off the entire Corona Property and the La Esperanza mineral concession.

5.

CAPITAL ASSETS

	2004		2003
Computer equipment	$	18,929	$	18,929
Furniture and fixtures		14,785		14,466
Vehicles		24,292		36,599
		58,006		69,994
Less:  Accumulated amortization		(30,561)		(30,584)
	$	27,445	$	39,410

6.

SHARE CAPITAL

Authorized

100,000,000 common shares without par value

Issued and Fully Paid

	NUMBER OF SHARES	AMOUNT
Balance, August 31, 2002	20,372,801		6,721,601
Issued for cash at $0.18 per share	1,388,888		250,000
Issued for cash at $0.15 per share	6,600,000		990,000
Share issue costs	-____		(126,100)
Balance, August 31, 2003	28,361,689		7,835,501
Issued for cash at $0.20 per share	200,000		40,000
Issued for options exercised at $0.25 per share	150,000		52,370
Issued for warrants exercised at $0.25 per share	12,627		3,157
Issued for warrants exercised at $0.22 per share	7,310,884		1,608,395
Issued for cash at $0.45 per share	1,200,000		540,000
Share issue costs recovery	-____		4,176
Balance, August 31, 2004	37,235,200	$	10,083,599

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

6.

SHARE CAPITAL (Continued)

a)

Escrow Shares

Included in the issued shares are Nil (2003 – 1,087,541) shares held for escrow.  During the year ended August 31, 2004, 1,087,541 (2003 – 2,175,074) shares were released from escrow.

b)

Outstanding Warrants

As at August 31, 2004, the Company has 2,359,594 shares purchase warrants outstanding as follows:

NUMBER OF SHARES	EXERCISE PRICE		EXPIRY DATE
959,594 1,200,000 200,000	$	0.25	December 13, 2004 (1)
	$	0.55	March 11, 2005
	$	0.25	October 9, 2005
2,359,594

(1)

Subsequent to the year end, 11,111 warrants were exercised, the rest expired unexercised.

c)

Stock options

A summary of changes in stock options for the years ended August 31, 2004 and 2003 is presented below:

		WEIGHTED
	NUMBER	AVERAGE
	OF	EXERCISE
	SHARES	PRICE
Balance, August 31, 2002 Cancelled Granted	1,825,000 (105,000)    355,000	$	0.25 0.25 0.25
Balance, August 31, 2003	2,075,000		0.25
Granted	655,000		0.36
Granted	50,000		0.52
Cancelled	(50,000)		0.25
Exercised	(150,000)		0.25
Balance, August 31, 2004	2,580,000	$	0.28

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

6.

SHARE CAPITAL (Continued)

c)

Stock options (Continued)

The following summarizes information about stock options outstanding at August 31, 2004:

OPTIONS OUTSTANDING			OPTIONS EXERCISABLE
	WEIGHTED
	AVERAGE	WEIGHTED		WEIGHTED
NUMBER	REMAINING	AVERAGE	NUMBER	AVERAGE
OF	CONTRACTUAL	EXERCISE	OF	EXERCISE
OPTIONS	LIFE	PRICE	OPTIONS	PRICE
2,580,000	2.5 years	$0.28	2,580,000	$	0.28

Stock based compensation equal to the fair value of 50,000 stock options granted to consultants during the year ended August 31, 2004 was $15,543, which had been capitalized to mineral property exploration costs.

Stock based compensation equal to the fair value of 50,000 stock options granted to the consultants during the year ended August 31, 2003 was $7,435, which had been recorded in the statement of loss as investor relations expense.

In addition, the Company repriced 1,720,000 stock options previously granted to certain directors, employees and consultants from an exercise price of $0.50 to an exercise price of $0.25.  At August 31, 2003, an amount of $7,435 was, therefore, charged to investor relations expense as a result of the repricing of stock options.

The fair value for options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions:  risk-free interest rate of 4.28% (2003 – 4.25%), dividend yield of nil, volatility factor of 99.89% (2003 – 96.58%), and a weighted average expected life of the options of 3 years.  The weighted average fair value per share of options granted during 2004 was $0.23 (2003 - $0.16).

The Company also granted 655,000 stock options to employees and directors during the year ended August 31, 2004.  The Company has elected to measure compensation costs using the intrinsic value based method for employee stock options.  Under this method, no compensation expense was recognized when the stock options were granted.  Had compensation costs been determined based on the fair value of the options, additional compensation expense would have been recorded as follows:

	2004		2003
Loss for the year, as reported	$	(1,631,004)	$	(1,691,704)
Stock compensation expense included in net loss		-		14,870
Stock compensation expense determined under fair value method		(165,667)		(360,827)
Pro-Forma	$	(1,796,671)	$	(2,037,661)
Basic and diluted loss per share
Reported	$	(0.05)	$	(0.07)
Pro-Forma	$	(0.06)	$	(0.09)

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

7.

INCOME TAXES

Income tax expenses varies from the amount that would be computed by applying the combined Federal and Provincial Income Tax rate of 36% (2003 – 38%) to income before taxes as follows:

		2004	2003
Expected income tax recovery	$	(587,161)	(636,419)
Non-deductible differences		350,864	425,543
Unrecognized tax losses		236,297	210,876
Income tax provision	$	-	$       -

Details of future income tax are as follows:

	2004		2003
Mineral properties	$	741,149	$	1,483,175
Loss available for future periods		2,394,425		2,380,392
Valuation allowance		(3,135,574)		(3,863,567)
Net future income tax asset	$	-	$	-

The Company has Canadian and Mexican non-capital losses of approximately $6,729,000 which may be carried forward and applied against taxable income in future years.  These losses expire as follows:

2005	$	276,000
2006	$	984,000
2007	$	279,000
2008	$	738,000
2009	$	682,000
2010	$	1,003,000
2011	$	665,000
2012	$	1,702,000
2013	$	256,690
2014	$	144,000

8.

RELATED PARTY TRANSACTIONS

Accounts payable and accrued liabilities include $3,382 (2003 - $Nil; 2002 - $5,801) due to directors or companies controlled by a director.

During the year period ended August 31, 2004, the Company paid $83,000 (2003 –$60,000; 2002 - $60,000) for geological and management services to a company controlled by a director.

During the year ended August 31, 2004, the Company paid $38,500 (2003 - $42,000; 2002 - $42,000) with respect to office rent to a management company controlled by a director of the Company.

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

9.

SEGMENTED INFORMATION

The Company has one operating segment, which is the exploration and development of mineral exploration.  All mineral properties are located in Mexico.  All option proceeds are attributable to the Mexican mineral properties.

	CANADA		MEXICO		TOTAL
August 31, 2004
Current assets	$	2,026,940	$	6,061	$	2,033,001
Capital assets		6,599		20,846		27,445
Mineral property costs		857,701		1,490,992		2,348,693
Total assets		2,891,240		1,517,899		4,409,139
Interest income		4,793		312		5,105
Net loss		317,722		1,313,282		1,631,004
August 31, 2003
Current assets	$	734,826	$	28,749	$	763,575
Capital assets		8,282		31,128		39,410
Mineral property costs		532,225		2,453,785		2,986,010
Total assets		1,275,333		2,513,662		3,788,995
Interest income		3,153		996		4,149
Net loss		1,435,014		256,690		1,691,704

10.

SUBSEQUENT EVENTS

On November 19, 2004, the Company granted 575,000 incentive stock options to directors and officers as well as 190,000 incentive stock options to employees and consultants at a price of $0.30 per share exercisable for a period of five years.

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”) which differ in certain material respects from accounting principles generally accepted in the United States (“US GAAP”).  The major differences between Canadian and US GAAP, which affects the Company’s financial statements, are described below and the effect on the financial statements is summarized as follows:

Consolidated Statement of Loss

	2004	2003	2002
Loss for the year under Canadian GAAP	(1,631,004)	(1,691,704)	(546,950)
Foreign exchange loss	8,771	72,155	7,147
Stock based compensation	-	-	(44,500)
Compensation expense on contingently issuable shares	-	(435,005)	(419,338)
Deferred exploration cost written off during the year that would have been expensed in a prior period	1,154,797	1,137,160	-
Mineral acquisition expenditures	-	(190,516)	(8,543)
Mineral exploration expenditures	(532,382)	(556,656)	(1,588,635)
Loss under US GAAP	(999,818)	(1,664,566)	(2,600,819)
Comprehensive income	-	-	-
Foreign exchange translation adjustment	8,771	72,155	7,147
Comprehensive income (loss) under US GAAP	(1,008,589)	(1,736,721)	(2,607,966)
Weighted average number of common shares outstanding under US GAAP	30,596,312	21,759,232	15,160,933
Loss per share under US GAAP	(0.03)	(0.08)	(0.17)

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

Consolidated Statements of Cash Flows

	2004	2003	2002
Cash flows from operating activities
Under Canadian GAAP	(445,713)	(664,296)	(288,825)
Mineral property acquisition (Note 11a)	-	(190,516)	(8,543)
Mineral exploration expenditures (Note 11a)	(516,839)	(556,656)	(1,588,635)
Cash used for operating activities under US GAAP	(962,552)	(1,411,468)	(1,886,003)
Cash flows from financing activities
Under Canadian and US GAAP	2,233,228	1,113,900	995,450
Cash flows from investing activities
Under Canadian GAAP	(513,566)	(549,776)	(1,677,058)
Mineral property acquisition (Note 11a)	-	190,516	8,543
Mineral exploration expenditures (Note 11a)	516,939	556,656	1,588,635
Cash from (used in) investing activities under US GAAP	3,373	197,396	(79,880)
Stockholders’ equity under Canadian GAAP	4,364,267	3,746,500	4,309,434
Acquisition and deferred exploration costs	(2,348,693)	(2,986,010)	(3,375,998)
Stockholders’ equity under US GAAP	2,015,574	760,490	933,436

a)

Acquisition of Mineral Properties and Deferred Exploration Costs

Mineral property exploration and acquisition expenditures are accounted for in accordance with Canadian GAAP as disclosed in Note 2. Under US GAAP, mineral property acquisition and exploration expenditures related to unproven mineral properties are required to to be expensed as they are incurred. When proven reserves are determined for a property, subsequent development costs of the property are capitalized. The capitalized costs of such properties would then be measured, on a periodic basis, to ensure that the carrying value can be recovered on an undiscounted cash-flow basis. If the carrying value cannot be recovered on this basis, the mineral properties would be written down to net recoverable value on a discounted cash flow basis.

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

b)

Stock-based Compensation

The Company accounts for all stock options granted to non-employees using the fair-value method of accounting. In respect to stock options granted to employees and directors, the Company uses the intrinsic value-based method of accounting, which recognizes compensation expense only when the market price exceeds the exercise price at the date of grant.

If the Company had accounted for its stock based compensation plan for employees under FAS No. 123 (fair-value method), the pro forma impact would have been as follows:

	2004	2003	2002
Loss under US GAAP	(999,818)	(1,664,566)	(2,600,819)
Stock based compensation	(165,667)	(360,827)	(106,454)
Pro-forma loss under US GAAP	(1,165,485)	(2,025,393)	(2,707,273)
Risk-free interest rate	4.28%	4.25%	4.25%
Expected life of options	3 years	3 years	3 years
Expected volatility of the Company’s share price	100 %	87 %	87 %
Expected dividend yield	Nil	Nil	Nil
Loss per share
US GAAP	($0.03)	($0.08)	($0.17)
US GAAP Pro forma	($0.04)	($0.09)	($0.18)

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

c)

Escrow Shares

Under Canadian GAAP, shares held in escrow and contingently issuable are included in the calculation of loss per share, however under U.S. GAAP, these shares are excluded until the shares are released for trading.

The following is a reconciliation of the numerators and denominators of the basic and diluted loss per share calculations.  Diluted loss per share is not presented as it is anti-dilutive.

	2004	2003	2002
Net Loss under U.S. GAAP	(999,818)	(1,664,566)	(2,600,819)
Weighted-average number of shares outstanding    under Canadian GAAP	30,596,312	22,846,773	18,423,548
Escrow shares outstanding	Nil	1,087,541	3,262,615
Weighted average number of shares outstanding under US GAAP	30,596,312	21,759,232	15,160,933
Loss per share under US GAAP	(0.03)	(0.08)	(0.17)

d)

Recent Accounting Pronouncements

Foreign Currency and Hedging

In November 2001, the CICA issued Accounting Guideline 13, “Hedging Relationships” (“AcG 13”) which establishes new criteria for hedge accounting and will apply to all hedging relationships in effect for the Company’s years ending on or after August 1, 2003. Effective August 1, 2003, the Company will reassess all hedging relationships to determine whether the criteria are met or not and will apply the new guidance on a prospective basis. To qualify for hedge accounting, the hedging relationship must be appropriately documented at the inception of the hedge and there must be reasonable assurance, both at the inception and throughout the term of the hedge, that the hedging relationship will be effective. The Company does not currently have any hedging relationships.

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

d)

Recent Accounting Pronouncements (Continued)

Disposal of Long-Lived Assets and Discontinued Operations

In December 2002, the CICA issued Handbook Section 3475 for Disposal of Long-Lived Assets and Discontinued Operations with the purpose of harmonizing Canadian GAAP with U.S. GAAP. The section is effective for disposal activities initiated by a commitment to a plan on or after May 1, 2003, with earlier adoption encouraged. The key aspects of Handbook Section 3475 are as follows:

•

a long-lived asset to be disposed of other than by sale should continue to be classified as held and used until it is disposed of;

•

      a long-lived asset can only be classified as held for sale if certain criteria are met;

•

      an asset classified as held for sale should be measured at the lower of its carrying amount or fair value less costs to sell;

•

      an asset classified as held for sale should be measured at the lower of its carrying amount or fair value less costs to sell;

•

      a loss recognized on classification of an asset as held for sale does not include future operating losses;

•

      discontinued operations are defined more broadly than previously. They comprise dispositions where the operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the enterprise;

•

       the income statement display of discontinued operations is unchanged from previous display; and,

•

 various disclosures related to the disposal of long-lived assets is required.

The Company is currently assessing the impact of Handbook Section 3475 on its financial position and results of operations.

Variable Interest Entities

In January 2003, the FASB issued Interpretation No. 46 “Consolidation of Variable Interest Entities” (“VIE’s”) (“FIN 46”) which requires that companies that control another entity through interests other than voting interest should consolidate the controlled entity. In the absence of clear control through a voting equity interest, a company’s exposure (variable interests) to the economic risk and the potential rewards from a VIE’s assets and activities are the best evidence of a controlling financial interest. VIE’s created after January 31, 2003 must be consolidated immediately. VIE’s existing prior to February 1, 2003 must be consolidated by the Company commencing with its first quarter 2004 financial statements. The Company has determined that it does not have any VIE’s which will require consolidation.

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

d)

Recent Accounting Pronouncements (Continued)

Derivatives and Hedging Activities

In April 2003, the FASB issued SFAS No, 149 “Amendment of SFAS No. 133 on Derivative Instruments and Hedging Activities”. SFAS 149 amends and clarifies accounting for SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”. In particular, it clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative as discussed in SFAS No. 133; clarifies when a derivative contains a financing component; amends the definition to conform it to the language used in the FASB Interpretation No. 45; and amends certain other existing pronouncements. This is substantially consistent with the CICA EIC Abstract 128, Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. CICA EIC Abstract 128 is effective for fiscal years beginning on or after July 1, 2003. The Company adopted the provisions of SFAS No. 149 for US GAAP purposes on January 1, 2003 and adopted the provision of EIC 128 on January 1, 2003.  The adoption of these pronouncements is not expected to have a material effect on the Company’s financial statements.

Asset Retirement Obligations

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations." This Statement requires companies to record the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets, except for certain obligations of lessees.  Under this standard, the initial recognition of the liability is capitalized as part of the asset cost and depreciated over its estimated useful life.  The Company has determined that it does not have any asset retirement obligations.

GOLDEN GOLIATH RESOURCES LTD.

FINANCIAL STATEMENTS

FOR NINE MONTHS ENDED MAY 31, 2005

UNAUDITED – PREPARED BY MANAGEMENT

GOLDEN GOLIATH RESOURCES LTD.

CONSOLIDATED BALANCE SHEETS

(Stated in Canadian Dollars)

Unaudited

		MAY 31  2005	AUGUST 30 2004
ASSETS
Current
Cash and short term investments	$	1,253,376	$	2,008,799
Accounts receivable (Note 4)		52,355		20,702
Prepaid expenses		18,620		3,500
		1,324,351		2,033,001
Deferred Mineral Property Acquisition Costs (Note 5)		386,859		386,859
Deferred Mineral Property Exploration Costs (Note 5)		2,324,032		1,961,834
Capital Assets (Note 6)		33,098		27,445
	$	4,068,340	$	4,409,139
LIABILITIES
Current
Accounts payable and accrued liabilities	$	22,745	$	44,872
SHAREHOLDERS’ EQUITY
Share Capital (Note 7)		10,086,377		10,083,599
Contributed Surplus		149,102		15,543
Deficit		(6,189,884)		(5,734,875)
		4,045,595		4,364,267
	$	4,068,340	$	4,409,139

Approved by the Directors:
“J. Paul Sorbara”	“Richard W. Hughes”

GOLDEN GOLIATH RESOURCES LTD.

CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT

(Stated in Canadian Dollars)

(Unaudited)

	3 MONTHS ENDED MAY 31			9 MONTHS ENDED MAY 31
	2005	2004		2005		2004
Expenses
Amortization	1,915		2,228		4,966		6,923
Automobile	966		767		2,825		2,662
Foreign Exchange (Gain) Loss	6,348		185		(2,635)		(3,886)
Management fees	30,000		18,000		90,000		53,000
Office and general	17,119		14,079		46,467		26,708
Professional fees	1,003		1,998		2,968		11,622
Investor relations	-		22,493		-		36,375
Profit on Sale of Fixed Assets	-		-		(950)		-
Rent and utilities	20,559		17,714		46,573		45,863
Transfer agent and filing fees	5,925		2,261		16,533		20,610
Travel	7,320		3,809		13,312		13,237
Stock based compensation (Note 7(b))	-		-		133,559		-
Wages and benefits	42,841		38,475		123,468		118,209
Loss before the following	133,996		122,009		477,086		331,323
Interest Income	(6,360)		(1,352)		(22,077)		(1,442)
Net Loss for the Period	127,636		120,657		455,009		329,881
Deficit, beginning of Period	6,062,248		4,313,095		5,734,875		4,103,871
Deficit, end of Period	6,189,884		4,433,752		6,189,884		4,433,752
Loss Per Share – Basic And Diluted	$0.00		$0.01		$0.01		$0.01
Weighted Average Number of Common Shares Outstanding – Basic And Diluted	37,246,311		31,468,427		37,240,222		29,929,865

GOLDEN GOLIATH RESOURCES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in Canadian Dollars)

(Unaudited)

	3 MONTHS ENDED MAY 31			9 MONTHS ENDED                    MAY 31
	2005	2004		2005		2004
Cash Flows from Operating Activities
Net loss for the period	(127,636)		(120,657)		(455,009)		(329,881)
Items not affecting cash:
Amortization	1,915		2,230		4,989		8,403
Profit on sale of fixed asset	-		-		(950)		-
Stock based compensation (Note 6(b))	-		-		133,559		-
Change in non-cash working capital items:
Accounts receivable	(11,003)		7,663		(31,653)		(13,569)
Accounts payable	(1,365)		(112,355)		(22,127)		20,206
Prepaid expenses	11,178		(1,818)		(15,120)		1,400
Net cash used in operating activities	(126,911)		(224,937)		(386,311)		(313,441)
Cash Flows from Financing Activities
Share issue costs	-		-		-		4,176
Common share issuance for cash	-		629,119		2,778		1,050,565
Share subscription	-		(233,300)		-		(51,500)
Sale of vehicle	-		-		3,882		-
	-		395,819		6,660		1,003,241
Cash Flows from Investing Activities
Expenditures on mineral properties	(181,591)		(97,064)		(362,198)		(435,027)
Purchase of fixed assets	(3,133)		-		(13,574)		-
	(184,724)		(97,064)		(375,772)		(435,027)
Increase (decrease) in Cash	(311,635)		73,818		(755,423)		254,773
Cash and Short Term Investments, beginning of Period	1,565,011		915,805		2,008,799		734,850
Cash and Short Term Investments, end of Period	1,253,376		989,623		1,253,376		989,623

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

1.

NATURE OF OPERATIONS

The Company was incorporated under the Company Act of British Columbia on June 12, 1996.

The Company’s principal business activity is the exploration of mineral properties in Mexico.  The Company has not yet determined whether these properties contain reserves that are economically recoverable.  

The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral concessions, the ability of the Company to obtain financing to complete the development, and to attain future profitable production from the properties or proceeds from disposition.

2.

SIGNIFICANT ACCOUNTING POLICIES

These financial statements are prepared in accordance with Canadian generally accepted accounting principles (GAAP).

a)

Use of Estimates

Financial statements prepared in conformity with generally accepted accounting principles require management to make estimates and assumptions, which can affect the reported balances. In determining estimates of the valuation of its assets, the Company relies on assumptions regarding applicable industry performance and prospects, as well as general business and economic conditions that prevail and are expected to prevail. Assumptions underlying the asset valuations are limited by the availability of reliable comparable data and the uncertainty of predictions concerning future events.

b)

Capital Assets

Capital assets are recorded at cost and are amortized on a straight-line basis over their estimated useful lives.  The following rates are applied:

Computer equipment	25%
Furniture and fixtures	10%
Vehicles	25%

c)

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries, Minera Delta S.A. de C.V. of Mexico, and 4247 Investments Ltd. of British Columbia.

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

d)

Loss Per Share

Loss per share has been calculated using the weighted average number of common shares outstanding for the year. The Company has adopted the new recommendations of the Canadian Institute of Chartered Accountants, whereby diluted earnings per share is calculated using the treasury stock method.  Basic and diluted losses per share are the same, as the effect of potential issuances of shares under warrants or share option arrangements would be anti-dilutive.

a)

Stock Based Compensation

The Company’s stock-based compensation plan is described in note 7(b). The Company has adopted the fair value based method (note 3) to account for stock-based transactions with employees, non-employees and directors. Accordingly the fair value of the stock options at the date of grant is charged to operations, with an offsetting credit to contributed surplus. Any consideration received on exercise of stock options together with the related portion of contributed surplus is credited to share capital.

f)

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.  Future tax assets are recognized to the extent that they are considered more likely than not to be realized.  Future income tax liabilities or assets are calculated using the tax rates anticipated to apply in the periods that the temporary differences are expected to reverse.

a)

Mineral Property Acquisition and Exploration Costs

The Company records its interest in mineral properties at cost, less option income realized. The cost of mineral properties and related exploration costs are deferred until the properties are brought into production, sold or abandoned. These deferred costs will be amortized on the unit-of-production basis over the estimated useful life of the properties following the commencement of production or are written-off if the properties are sold, allowed to lapse or abandoned.  Amounts shown for the mineral properties and their related deferred exploration costs represent costs incurred and are not intended to reflect present or future values.

Management reviews capitalized costs on its mineral properties on a periodic basis and will recognize impairment in value based upon current exploration results and upon management’s assessment of the future probability of profitable revenues from the property or from sale of the property.

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

h)

Foreign Currency Translation

Minera Delta S.A. de C.V. is an integrated foreign operation and has been translated as follows; monetary items and those non-monetary items that are carried at market are translated to Canadian dollars at the rate prevailing on the balance sheet date. Non-monetary items, other than those carried at market, are translated at historical exchange rates. Income statement items have been translated on the date of occurrence.  Amortization expense is translated at the same exchange rates as the assets to which they relate. The resulting gains or losses arising on the translation of foreign currency items are credited or charged to earnings.

i)

Financial Instruments

The carrying value of cash and short-term investments, accounts receivable and accounts payable and accrued liabilities approximate their fair value due to their short-term nature, unless otherwise noted.

1.

CHANGE IN ACCOUNTING POLICIES

Effective September 1, 2004, the Company changed its accounting policy on a prospective basis with respect to the method of accounting for stock-based compensation. The Company adopted CICA 3870, Stock-based Compensation and Other Stock-based Payments, and has chosen to account for all grants of options to employees, non-employees and directors after September 1, 2004 in accordance with the fair value method for accounting for stock-based compensation as defined by accounting principles generally accepted in Canada. Stock-based compensation awards expense is calculated using the Black-Scholes option pricing model (“Black-Scholes”). Previously, the Company used the intrinsic value based method for valuing stock-based compensation awards granted to employees and directors where compensation expense was recognized for the excess, if any, of the quoted market price of the Company’s common shares over the common share exercise price on the day that options were granted.

4.

ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

	2005		2004
Taxes receivable	$	16,277	$	62,729
Other receivable		36,078		21,995
	$	52,355	$	84,724

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

5.  DEFERRED MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS

State of Chihuahua, Mexico

											BUFALO		LOS HILOS
											LA		LAS BOLAS
											HERMOSA		EL MANTO
	SAN								OTEROS		LA BARRANCA		DON LAZARO		NOPALERA		TOTAL		TOTAL
	TIMOTEO		NUEVA		LA				LA		BECK		AMPLIACION		FLOR DEL		2005		2004
	ORO		UNION		REFORMA		CORONA		ESPERANZA		EL CHAMIZAL		LA VERDE		TRIGO
Acquisition costs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Exploration costs
Assaying		-		-		-		-		-				13,670		2,754		16,424		165,356
Drilling		-		-		-		-		-		-		105,437		-		105,437		51,271
Geology and mapping		-		220		-		-		-		990		122,742		18,683		142,635		80,405
Property taxes and passage rights		566		584		4,894		7,280		2,089		11,218		3,034		15,790		45,455		37,831
Salaries		440		9,181		-		-		-		54		4,196		6,942		20,813		21,716
Travel		-		2,968		-		-		-				4,367		3,549		10,884		8,671
Road construction and site preparation		-				-		-		-		-		-		-				44,714
Food and lodging		-				-		-		-		-		-		3,232		3,232		2,867
Miscellaneous		233		2823						193		98		8,300		5,671		17,318		22,196
Current costs		1,239		15,776		4,894		7,280		2,282		12,360		261,746		56,621		362,198		435,027
Balance, beginning of period		775,624		334,957		436,361		-		-		111,768		651,089		38,894		2,348,693		4,123,170 (1,137,160)
Balance, end of period	$	776,863	$	350,733	$	441,255	$	7,280	$	2,282	$	124,128	$	912,835	$	95,515	$	2,710,891	$	3,421,037
Costs summary
Acquisition	$	69,257	$	1,359	$	75,000	$	-	$	-	$	50,727	$	187,123	$	3,393	$	386,859	$	485,870
Exploration	$	707,606	$	349,374	$	366,255	$	7,280	$	2,282	$	73,401	$	725,712	$	92,122	$	2,324,032	$	2,935,167

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

5.

DEFERRED MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS (Continued)

La Reforma Property is subject to a 1% net smelter return royalty with a 0.5% buyout for $500,000.

Corona Property consists of four mineral concessions. One concession is subject to a 3% net smelter return royalty, to a maximum of $2,000,000.

La Esperanza mineral concession is subject to a 2% net smelter return royalty, to a maximum of $1,000,000.

6.

CAPITAL ASSETS

	2005							2004
			ACCUMULATED				NET BOOK			NET BOOK
	COST		AMORTIZATION				VALUE			VALUE
Computer equipment	$	21,580	$	13,060	$	8,520		$	5,170
Furniture and fixtures		15,716		4,961		10,755			9,450
Vehicles		22,556		8,733		13,823			16,387
	$	59,852	$	26,754	$	33,098		$	31,007

7.

SHARE CAPITAL

Authorized

Unlimited common shares without par value

Issued and Fully Paid

	NUMBER OF SHARES	AMOUNT
Balance, August 31, 2002	20,372,801		6,721,601
Issued for cash at $0.18 per share	1,388,888		250,000
Issued for cash at $0.15 per share	6,600,000		990,000
Share issue costs	-____		(126,100)
Balance, August 31, 2003	28,361,689		7,835,501
Issued for cash at $0.20 per share	200,000		40,000
Issued for options exercised at $0.25 per share	150,000		52,370
Issued for warrants exercised at $0.25 per share	23,738		5,935
Issued for warrants exercised at $0.22 per share	7,310,884		1,608,395
Issued for cash at $0.45 per share	1,200,000		540,000
Share issue costs recovery	-__  _		4,176
Balance, MAY 31, 2005	37,246,311	$	10,086,377

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

7.

SHARE CAPITAL (Continued)

a)

Outstanding Warrants

As at May 31, 2005, the Company has 1,400,000 shares purchase warrants outstanding as follows:

NUMBER OF SHARES	EXERCISE PRICE		EXPIRY DATE
1,200,000 200,000
	$	0.55	March 11, 2006
	$	0.25	October 9, 2005
1,400,000

b)

Stock options

A summary of changes in stock options for the periods ended May 31, 2005 and 2004 is presented below:

		WEIGHTED
	NUMBER	AVERAGE
	OF	EXERCISE
	SHARES	PRICE
Balance, August 31, 2003	2,025,000		0.25
Granted	680,000		0.36
Granted	50,000		0.52
Exercised	(150,000)		0.25
Balance, May 31, 2004	2,605,000		0.28
Cancelled	(25,000)		0.25
Granted	765,000		0.30
Balance, May 31, 2005	3,345,000	$	0.28

The following summarizes information about stock options outstanding at May 31, 2005:

OPTIONS OUTSTANDING			OPTIONS EXERCISABLE
	WEIGHTED
	AVERAGE	WEIGHTED		WEIGHTED
NUMBER	REMAINING	AVERAGE	NUMBER	AVERAGE
OF	CONTRACTUAL	EXERCISE	OF	EXERCISE
OPTIONS	LIFE	PRICE	OPTIONS	PRICE
3,345,000	2.24 years	$0.28	3,345,000	$	0.28

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

7.

SHARE CAPITAL (Continued)

b)

Stock options (Continued)

Stock based compensation equal to the fair value of 50,000 stock options granted to the consultants during the year ended August 31, 2003 was $7,435, which has been recorded in the statement of loss as investor relation’s expense.

In addition, the Company repriced 1,720,000 stock options previously granted to certain directors, employees and consultants from an exercise price of $0.50 to an exercise price of $0.25.  An amount of $7,435 was charged to investor relations expense as a result of the repricing of stock options previously issued to consultants.

The Company records stock-based compensation as described in Note 3 above whereby the Company applies the fair value based method of accounting for stock based compensation granted to employees, directors, and consultants. The $133,599 fair value of the options issued since September 1, 2004 has been estimated using an option-pricing model.  Assumptions used in the pricing model are as follows:

Average risk-free interest rate	4.28
Expected life	3 years
Expected volatility	99.75%
Expected dividends	Nil

8.

INCOME TAXES

Income tax expenses varies from the amount that would be computed by applying the combined Federal and Provincial Income Tax rate of 36% (2003 – 37.6%) to income before taxes as follows:

	AUGUST 31
		2004	2003
Expected income tax recovery		(587,161)	(636,419)
Non-deductible differences		350,864	425,543
Unrecognized tax losses		236,297	210,876
Income tax provision	$	-	$       -

Details of future income tax are as follows:

Loss available for future periodsValuation allowanceNet future income tax asset

	2004		2003
			1,483,175     2,380,392    (3,863,567)
Mineral properties		741,149
		2,394,425
		(3,135,574)
	$	-	$	-

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

8.  INCOME TAXES (Continued)

The Company has non-capital losses of approximately $5,078,000 which may be carried forward and applied against taxable income in future years.  These losses expire as follows:

2004	$	451,000
2005	$	276,000
2006	$	984,000
2007	$	279,000
2008	$	738,000
2009	$	682,000
2010	$	1,003,000
2011	$	665,000

9.

RELATED PARTY TRANSACTIONS

 a) During the 9 months ended May 31, 2005, the Company paid $90,000 (2004 –$53,000) for geological and management services to a company controlled by a director.

 b) During the 9 months ended May 31, 2005, the Company paid $31,500 (2004-$31,500) in respect of office and administration costs to a management company controlled by a director of the Company.

10.

SEGMENTED INFORMATION

The Company has one operating segment, which is the exploration and development of mineral exploration.  All mineral properties are located in Mexico.  All option proceeds are attributable to the Mexican mineral properties.

	CANADA		MEXICO		TOTAL
MAY 31, 2005
Current assets	$	1,292,757	$	31,594	$	1,324,351
Capital assets		8,923		24,175		33,098
Mineral property costs		1,195,887		1,515,004		2,710,891
Total assets		2,497,567		1,570,773		4,068,340
Interest income		21,423		654		22,077
Net loss		356,566		98,443		455,009
MAY 31, 2004
Current assets	$	1,049,270	$	32,747	$	1,082,017
Capital assets		7,020		23,987		31,007
Mineral property costs		1,453,608		1,967,429		3,421,037
Total assets		2,409,441		2,124,620		4,534,061
Interest income		1,250		192		1,442
Net loss		237,436		92,445		329,881

#

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”) which differ in certain material respects from accounting principles generally accepted in the United States (“US GAAP”).  The major differences between Canadian and US GAAP, which affects the Company’s financial statements, are described below and the effect on the financial statements is summarized as follows:

Consolidated Statement of Loss and Deficit

	Nine Month Period Ended May 31, 2005	Nine Month Period Ended May 31, 2004
Loss for the period under Canadian GAAP	(455,009)	(329,881)
Mineral exploration expenditures	(362,198)	(435,027)
Loss on foreign exchange	2,635	3,886
Loss for the period under US GAAP	(814,572)	(761,022)
Comprehensive income
Foreign exchange transaction adjustment	(2,635)	(3,886)
Comprehensive income (loss) under US GAAP	(817,207)	(764,908)
Weighted average number of common shares outstanding under US GAAP	37,240,222	29,929,865
Loss per share under US GAAP	(0.02)	(0.03)

#

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

Consolidated Statements of Cash Flows

	Nine Month Period Ended May 31, 2005	Nine Month Period Ended May 31, 2004
Cash flows used in operating activities
Under Canadian GAAP	(386,311)	(313,441)
Mineral exploration expenditures (Note 11a)	(362,198)	(435,027)
Cash used for operating activities under US GAAP	(748,509)	(748,468)
Cash flows from financing activities
Under Canadian and US GAAP	6,660	1,003,241
Cash flows used in  investing activities
Under Canadian GAAP	(375,772)	(435,027)
Mineral exploration expenditures	362,198	435,027
Cash used in investing activities under US GAAP	(13,574)	-

a) Acquisition of Mineral Properties and Deferred Exploration Costs

Mineral property exploration and acquisition expenditures are accounted for in accordance with Canadian GAAP as disclosed in Note 2. Under US GAAP, mineral property acquisition and exploration expenditures related to unproven mineral properties are required to be expensed as they are incurred. When proven reserves are determined for a property, subsequent development costs of the property are capitalized. The capitalized costs of such properties would then be measured, on a periodic basis, to ensure that the carrying value can be recovered on an undiscounted cash-flow basis. If the carrying value cannot be recovered on this basis, the mineral properties would be written down to net recoverable value on a discounted cash flow basis.

#

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

b) Stock-based Compensation

The Company accounts for all stock options granted to non-employees using the fair-value method of accounting. In respect to stock options granted to employees and directors, the Company uses the intrinsic value-based method of accounting, which recognizes compensation expense only when the market price exceeds the exercise price at the date of grant.

If the Company had accounted for its stock based compensation plan for employees under FAS No. 123 (fair-value method), the pro forma impact would have been as follows:

	Nine Months Ended May 31, 2005	Nine Months Ended May 31, 2004
Loss under US GAAP	(814,572)	(761,022)
Stock based compensation	(133,599)	(191,930)
Pro-forma loss under US GAAP	(948,171)	(952,952)
Risk-free interest rate	4.28%	4.25%
Expected life of options	3 years	3 years
Expected volatility of the Company’s share price	100 %	87 %
Expected dividend yield	Nil	Nil
Weighted average fair value	$133,599)	($191.930)
Loss per share
US GAAP	($0.02)	($0.03)
US GAAP Pro forma	($0.03)	($0.03)

#

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

c) Recent Accounting Pronouncements

Foreign Currency and Hedging

In November 2001, the CICA issued Accounting Guideline 13, “Hedging Relationships” (“AcG 13”) which establishes new criteria for hedge accounting and will apply to all hedging relationships in effect for the Company’s years ending on or after August 1, 2003. Effective August 1, 2003, the Company will reassess all hedging relationships to determine whether the criteria are met or not and will apply the new guidance on a prospective basis. To qualify for hedge accounting, the hedging relationship must be appropriately documented at the inception of the hedge and there must be reasonable assurance, both at the inception and throughout the term of the hedge, that the hedging relationship will be effective. The Company does not currently have any hedging relationships.

Disposal of Long-Lived Assets and Discontinued Operations

In December 2002, the CICA issued Handbook Section 3475 for Disposal of Long-Lived Assets and Discontinued Operations with the purpose of harmonizing Canadian GAAP with U.S. GAAP. The section is effective for disposal activities initiated by a commitment to a plan on or after May 1, 2003, with earlier adoption encouraged. The key aspects of Handbook Section 3475 are as follows:

•

  a long-lived asset to be disposed of other than by sale should continue to be classified as held and used until it is disposed of;

•

      a long-lived asset can only be classified as held for sale if certain criteria are met;

•

      an asset classified as held for sale should be measured at the lower of its carrying amount or fair value less costs to sell;

•

      an asset classified as held for sale should be measured at the lower of its carrying amount or fair value less costs to sell;

•

      a loss recognized on classification of an asset as held for sale does not include future operating losses;

•

      discontinued operations are defined more broadly than previously. They comprise dispositions where the operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the enterprise;

•

       the income statement display of discontinued operations is unchanged from previous display; and,

•

 various disclosures related to the disposal of long-lived assets is required.

The Company is currently assessing the impact of Handbook Section 3475 on its financial position and results of operations.

#

GOLDEN GOLIATH RESOURCES LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 9 MONTHS ENDED MAY 31, 2005 AND 2004

(Stated in Canadian Dollars)

(Unaudited)

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

Variable Interest Entities

In January 2003, the FASB issued Interpretation No. 46 “Consolidation of Variable Interest Entities” (“VIE’s”) (“FIN 46”) which requires that companies that control another entity through interests other than voting interest should consolidate the controlled entity. In the absence of clear control through a voting equity interest, a company’s exposure (variable interests) to the economic risk and the potential rewards from a VIE’s assets and activities are the best evidence of a controlling financial interest. VIE’s created after January 31, 2003 must be consolidated immediately. VIE’s existing prior to February 1, 2003 must be consolidated by the Company commencing with its first quarter 2004 financial statements. The Company has determined that it does not have any VIE’s which will require consolidation.

Derivatives and Hedging Activities

In April 2003, the FASB issued SFAS No, 149 “Amendment of SFAS No. 133 on Derivative Instruments and Hedging Activities”. SFAS 149 amends and clarifies accounting for SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”. In particular, it clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative as discussed in SFAS No. 133; clarifies when a derivative contains a financing component; amends the definition to conform it to the language used in the FASB Interpretation No. 45; and amends certain other existing pronouncements. This is substantially consistent with the CICA EIC Abstract 128, Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. CICA EIC Abstract 128 i s effective for fiscal years beginning on or after July 1, 2003. The Company adopted the provisions of SFAS No. 149 for US GAAP purposes on January 1, 2003 and adopted the provision of EIC 128 on January 1, 2003.  The adoption of these pronouncements is not expected to have a material effect on the Company’s financial statements.

Asset Retirement Obligations

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations." This Statement requires companies to record the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets, except for certain obligations of lessees.  Under this standard, the initial recognition of the liability is capitalized as part of the asset cost and depreciated over its estimated useful life.  The Company has determined that it does not have any asset retirement obligations.

Signature Page

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Golden Goliath Resources Ltd.

Registrant

Dated:    September 28, 2005	Signed:  /s/  J. Paul Sorbara
	J. Paul Sorbara, President and Director

#

EX-3

Certificate of Incorporation and Name Change

EX-3

EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion of our Auditors’ Report, dated December 7, 2004, on the consolidated financial statements of Golden Goliath Resources Ltd. For the years ended August 31, 2004 and 2003 in the Company’s Report on Form 20-F. We also consent to the application of such report to the financial information in the Report on Form 20F, when such financial information is read in conjunction with the consolidated financial statements referred to in our report.

Vancouver, Canada	“Morgan & Company”
September 30, 2005	Chartered Accountants

EX-20

GOLDEN GOLIATH RESOURCES LTD.

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR (“MANAGEMENT INFORMATION CIRCULAR”) IS PROVIDED IN CONECTION WITH THE SOLICITATION BY MANAGEMENT OF GOLDEN GOLIATH RESOURCES LTD. (THE “CORPORATION”) of proxies from the holders of common shares (the “Common Shares”) for the annual and special general meeting of the shareholders of the Corporation (the “Meeting”) to be held on Tuesday, February 8, 2005 at the time and place for the purposes set forth in the Notice of Meeting.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares (as defined below) held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named (the “Management Designees”) in the enclosed instrument of proxy (“Instrument of Proxy”) have been selected by the directors of the Corporation and have indicated their willingness to represent as proxy the shareholder who appoints them. A shareholder has the right to designate a person (whom need not be a shareholder) other than the Management Designees to represent him or her at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the Instrument of Proxy the name of the person to be designated and by deleting therefrom the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Corporation. Such shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy and should provide instructions on how the shareholder’s share s are to be voted. The nominee should bring personal identification with him to the Meeting. In any case, the form of proxy should be dated and executed by the shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form). In addition, a proxy may be revoked by a shareholder personally attending at the Meeting and voting his shares.

A form of proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to the Corporation’s transfer agent, Computershare Trust Company of Canada at 100 University Avenue, Toronto, Ontario, M5J 2Y1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

A shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked by depositing an instrument in writing executed by the shareholder or by his authorized attorney in writing, or, where the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the registered office of the Corporation at Suite 711, 675 West Hastings Street, Vancouver, British Columbia, V6B 1N2 or with Computershare Trust Company of Canada at 100 University Avenue, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment

thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting on the day of the Meeting, or any adjournment thereof. In addition, a proxy may be revoked by the shareholder personally attending the Meeting and voting his shares.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Management Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by shareholders who appear on the records maintained by the Corporation’s registrar and transfer agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the shareholder’s name. Such Common Shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for the Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communications (“ ADP”) in Canada. ADP typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to ADP, or otherwise communicate voting instructions to ADP (by way of the Internet or telephone, for example). ADP then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives an ADP voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to ADP (or instructions respecting the voting of Common Shares must otherwise be communicated to ADP) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or the intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

All references to shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered shareholders unless specifically stated otherwise.

VOTING OF PROXIES

Each shareholder may instruct his proxy how to vote his Common Shares by completing the blanks on the Instrument of Proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the Instrument of Proxy, the Management Designees, if named as proxy, will vote in favour of the matters set out therein. In the absence of any specification as to voting on any other form of proxy, the Common Shares represented by such form of proxy will be voted in favour of the matters set out therein.

The enclosed Instrument of Proxy confers discretionary authority upon the Management Designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of management of the Corporation.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of common shares (previously defined as “Common Shares”). As at the effective date of the Management Information Circular (the “Effective Date”), which is December 15, 2004, the Corporation has 37,235,200 Common Shares without nominal or par value outstanding. The Common Shares are the only securities entitled to be voted at the Meeting, and holders of Common Shares are entitled to one vote for each Common Share held.

Holders of Common Shares of record at the close of business of December 15, 2004 (the “Record  Date”) are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Common Share held except to the extent that, (a) the holder has transferred the ownership of any of his Common Shares after the Record Date, and (b) the transferee of those Common Shares produces property endorsed share certificates, or otherwise establishes that he owns the Common Shares, and demand not later than ten (10) days before the day of the Meeting that his name be included in the list of persons entitled to vote at the Meeting, in which case the transferee will be entitled to vote his Common Shares at the Meeting.

To the knowledge of the directors and Executive Officers (as hereinafter defined in “Compensation of Executive Officers”) of the Corporation, as at the Effective Date, no person, firm or corporation beneficially owned, directly or indirectly, or exercised control or direction over voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation.

ELECTION OF DIRECTORS

Management is proposing to nominate eight (8) directors. The following table sets forth the name of each of the persons proposed to be nominated for election as a director, all positions and offices in the Corporation presently held by such nominee, the nominee’s municipality of residence, principal occupation at the present and during the preceding five years, the period during which the nominee has

served as a director, and the number and percentage of Common Shares of the Corporation that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Effective Date.

Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote for the election of the persons named in the following table to the Board of Directors. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by Management Designees will be voted for another nominee in their discretion unless the shareholder has specified in his form of proxy that his Common Shares are to be withheld from voting in the election of directors.  Each director elected will hold office until the next annual general meeting of shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the by-laws of the Corporation or the provisions of the Business Corporations Act (British Columbia) to which the Corporation is subject.

Name, Municipality of Residence(1) and Present Position with the Corporation	Principal Occupation for Preceding Five Years	Year First Elected	Number and Percentage of Shares Owned or Over Which Control is Exercised(2)
J. Paul Sorbara	Geologist; President and Director of	1997	1,069,600(4)
Surrey, B.C. President, Director and Promoter	Minera Delta S.A. de C.V. since 1992 and President and Director of Sorbara Geological Consulting Limited since August 1986		(2.9%)
Dennis S. Fong    Chief	Self employed Chartered Accountant	1998	290,500
Financial Officer and Director	since 1980; Vice-President Corporate Finance Hastings Management Corp. since 1998		(<1%)
Daniel Nofrietta Fernandez	Geologist and President and	1997	1,115,500
Chihuahua, Mexico Director	Director of Exploration of Minera Delta S.A.de C.V. since July 1992		(3%)
Richard W. Hughes(3)	President and Director of various	1998	350,000
Sechelt, B.C. Director	mining, exploration and development companies; President of Hastings Management Corp. since 1982		(1%)
Edward K. Sorbara	Principal, the Sorbara Group and	1997	361,625
Toronto, Ontario Director	President and Director of Sorbara Services Limited, a real estate development and investment group since 1967		(1%)
Sean Boyd(3) Toronto, Ontario Director	Chartered Accountant, has been with Agnico-Eagle since 1985 and was appointed President and CEO in February 1998	2000	Nil
Andrew MacG. Robertson(3)	Civil Engineer; President of Robertson Geo Consultants Inc. since 1994, Chairman of InfoMine Inc. Since 1994	1998	201,000(5)
West Vancouver, B.C. Director			(<1%)

Name, Municipality of

Number and

Residence⁽¹⁾ and Present

Year

Percentage of Shares

Position with the

Principal Occupation for

First

Owned or Over Which

Corporation

Preceding Five Years

Elected

Control is Exercised⁽²⁾

Rob Hutchinson

President of E. Charge Canada

2000

286,500

Surrey, B.C.

Corporation since 1997; President

(<1%)

Director

and Founder of Summit Network

Integrators Corporation from 1995

to 1997

(1)

The information as to municipality of resident and past occupation, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(2)

The information as to the number of voting shares beneficially owned or over which a director exercises control or discretion, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(3)

Denotes members of the Company’s Audit Committee.

(4)

These shares are registered in the name of Sorbara Geological, a private company owned by Paul Sorbara, President of the Company.

(5)

These shares are registered in the name of A. MacG. Robertson & Associates Inc. and A. MacG. Holdings Inc., of which Andrew MacG. Robertson is the sole owner of all issued voting shares.

EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth all annual and long term compensation for services in all capacities to the Corporation for the three most recently completed fiscal years, in respect of the individual(s) who were, at the end of the most recently completed fiscal year, acting in a capacity similar to Chief Executive Officer of the Corporation and the four most highly compensated Executive Officers whose compensation was greater than $100,000 (“Named Executive Officer(s)”).

		Annual Compensation			Long Term Compensation
					Awards		Payouts
				Other		Restricted		All
				Annual	Securities	Shares or		other
Name and Principal				Compen-	Under	Restricted	LTIP	Compen
Position	Year	Salary	Bonus	sation (1)	Options	Shares	Payouts	-sation
		($)	($)	($)	(#)	Units	($)	($)
						($)
J. Paul Sorbara	200	83,000)	Nil	Nil	150,000	Nil	Nil	Nil
President	4	60,000(1)	Nil	Nil	50,000	Nil	Nil	Nil
	200	60,000(1)	Nil	Nil	Nil	Nil	Nil	Nil
	3
	200
	2
Dennis Fong	200	Nil	Nil	Nil	150,000	Nil	Nil	Nil
Chief Financial Officer	4	Nil	Nil	Nil	50,000	Nil	Nil	Nil
	200	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	3
	200
	2

(1)

Annual compensation paid to a private company owned and controlled by J. Paul Sorbara, President of the Company.

Notes:

(1)

“SARs” or “Stock appreciation right” means a right granted by the Corporation as compensation for services rendered, to receive a payment of cash or an issue or transfer of securities based wholly or in part on changes in the trading price of publicly traded securities of the Corporation.

(2)

“LTIP” or “long term incentive plan” means any plan which provides compensation intended to serve as incentive for performance to occur over a period longer than one financial year, but does not include option or stock appreciation right plans or plans for compensation through restricted shares or restricted share units.

Compensation of Directors

The Corporation has no arrangements, standard or otherwise, pursuant to which directors were compensated for their services in their capacity as directors during the most recently completed financial year.

Directors participate in the Corporation’s incentive stock option plan. During the financial year ended August 31, 2004, 25,000 options were granted Daniel Nofrietta Fernandez, 80,000 options were granted to Richard Hughes, 25,000 options were granted to Andrew MacG. Robertson, 50,000 options were granted to Edward Sorbara and 50,000 options were granted to Sean Boyd to purchase Common Shares of the Corporation at a price of $0.36.

Please refer to “Interest of Management and Others in Material Transactions” for details of other payments to directors.

Option/SAR Grants During the Most Recently Completed Financial Year

The following table sets forth stock options granted to the Named Executive Officers during the year ended August 31, 2004:

Name	Securities Under Options/SAR s Granted (#)	% of Total Options/SAR s Granted to Employees in Financial Year	Exercise or Base Price ($/Security)	Market Value of Securities Underlying Options/SARs on the Date of Grant ($/Security)	Expiration Date
J. Paul Sorbara	150,000/nil	22%	$0.36	$0.36	Nov. 10, 2008
Dennis S. Fong	150,000/nil	22%	$0.36	$0.36	Nov. 10, 2008

Aggregated Option/SAR Exercises During the Most Recently Completed Financial Year and Financial Year-End Option/SAR Values

The following table sets forth information for each Named Executive Officer in respect of each exercise of options and free standing SARs, if any, during the Corporation’s most recent fiscal year and the fiscal year end of unexercised options and SARs.

Name	Securities Acquired on Exercise (#)	Aggregate Value Realized ($)	Unexercised Options at Financial Year-End (#) Exercisable/Unexercisable	Value of Unexcercised In the Money Options at Financial Year-End(1) ($) Exercisable/Unexercisable
J. Paul Sorbara	none	n/a	600,000/nil	nil/nil
Dennis S. Fong	none	n/a	500,000/nil	nil/nil

(1)

Unexercised “in the money” options refer to the options in respect of which the market value of the underlying securities as at the fiscal year-end exceeds the exercise price of the option.

Long-Term Incentive Plans – Awards in Most Recently Completed Fiscal Year

The Corporation has not had and does not currently have any long term incentive plans other than options granted from time to time under its incentive stock option plan.

Pension and Retirement Plans and Payments Made Upon Termination of Employment

The Corporation does not have any pension or retirement plan. The Corporation has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person in connection with or related to the retirement, termination or resignation of such person and the Corporation has provided no compensation to such persons as a result of change of control of the Corporation, its subsidiaries or affiliates. The Corporation is not party to any compensation plan or arrangement resulting from the resignation, retirement or termination of employment of such persons.

EMPLOYMENT/MANAGEMENT CONTRACTS

The Corporation intends on paying each of J. Paul Sorbara and Daniel Nofrietta Fernandex monthly salaries of $10,000 and $3,500 respectively.

Hastings Management Corp., a company wholly owned by Richard Hughes, was paid $38,500 for the year ending August 31, 2004, pursuant to administrative services provided to the Company including supervising and administering the financial requirements of the Company’s business, producing quarterly accounts in accordance with the public recording requirements of the Company’s business; communication with various regulatory authorities in order to ensure compliance with all applicable laws; assisting in the preparation of news releases, promotional materials and other documents required to be disseminated to the public and responding to any requests for information or questions which may be posed by the public, providing access to secretarial services and legal consultation; providing office space, office furniture, boardroom facilities, access to photocopier, fax and such other amenities normally associated with executive offices.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

During the most recently completed financial year, no director or senior officer, nominee for election as a director, nor any of their respective associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, been indebted to the Corporation nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as set forth herein and below, or as previously disclosed, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or Named Executive Officer, proposed nominee for election as a director or any shareholder holding more than 10% of the voting rights attached to the Common Shares or any associate or affiliate of any of the foregoing in any transaction in the preceding financial year or any proposed or ongoing transaction of the Corporation which has or will materially affect the Corporation.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Appointment of Auditor

The Shareholders of the Corporation will be asked to vote for the re-appointment of Morgan & Company, Chartered Accountants, as auditor of the Corporation. Unless such authority is withheld, the Management Designees, if named as proxy, intend to vote the Common Shares represented by any such proxy in favour of a resolution re-appointing Morgan & Company, Chartered Accountants, as auditor for the Corporation for the ensuing year, to hold office until the close of the next annual general meeting of shareholders or until the firm of Morgan & Company, Chartered Accountants is removed from office or resigns as provided by law or by the Corporation Articles, and authorizing the Board of Directors to fix the compensation of the auditors.

Replacement of Articles and Amendment of the Notice of Articles

The new British Columbia Business Corporation Act (the “New Act”) came into force on March 29, 2004 and replaced the British Columbia Company Act (the “Former Act”). The Board of Directors of the Corporation approved the transition of the Corporation under the New Act and the filing of the transition application containing a notice of articles (the “Notice of Articles”), which replaced the existing memorandum of the Corporation.

The Board of Directors have determined that it is in the best interests of the Corporation to adopt new articles (the “New Articles”) to replace its existing articles (the “Existing Articles”) to take advantage of certain business flexibilities available under the New Act.

The proposed Notice of Articles and Articles, which will govern the affairs of the Corporation if the replacement of Articles and amendment to the Notice of Articles is approved by Shareholders, will be available for viewing at any time until the date of the Meeting, by request to the Corporate Secretary of the Company c/o Suite 711, 675 West Hastings Street, Vancouver, BC V6B 1N2.

The Board of Directors have also determined that it is in the best interests of the Corporation to amend the Notice of Articles by changing the authorized capital of the Corporation from 100,000,000 common shares without par value to an unlimited number of common shares without par value pursuant to the New Act.

Set out below is a discussion of the changes proposed under the New Articles. These proposed changes to the New Articles include a discussion of the substantive changes included in the New Articles and changes included that are as a result of changes under the New Act. The New Articles incorporate a number of non-substantive changes, including the use of the new terminology adopted under the New Act. For example, “members” are now “shareholders” and “register of members” is now “central securities register” under the New Act. Many of these terminology and wording changes are not discussed in detail here, as they reflect statutory requirements that the Corporation cannot alter or amend.

The following is a discussion of the substantive changes proposed in the New Articles.

Borrowing Powers

Under the Existing Articles, the Corporation may mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets, of the Corporation (both present and future). However, under the New Act, companies are now also permitted, without restriction, to guarantee repayment of money by any other person or the performance of any obligation of any other person. This change reflects the modernization of corporate legislation to effectively respond to increasingly complex financial transactions that companies may enter into in the course of their business. As a result, the New Articles propose that the Corporation also be able to guarantee the repayment of money by any other person or the performance of any obligation of any other person. Management believes that it is in the best interests of the Corporation to allow for such a guarantee to permit the Co rporation the maximum flexibility in possible future financial transactions, recognizing the duties directors have to ensure that the guarantee must always be in the best interest of the Corporation and its Shareholders.

Directors Authority to Set Auditor’s Remuneration

Under the New Act, the Corporation is, subject to Shareholder approval, permitted to include in the New Articles authorization for the directors to set the remuneration paid to the auditors of the Corporation. The Former Act required the Shareholders to set the remuneration or the Shareholders to authorize, on an annual basis, the directors to set the remuneration. Historically, Shareholders of the Corporation have always authorized the directors to appoint the auditors and to set the auditor’s remuneration. As a result,

the inclusion of the authority for directors to set the auditor’s remuneration in the New Articles merely codifies existing practice. More importantly, however, this change also codifies new corporate governance rules and regulations relating to audit committees and the appointment and remuneration of auditors.

Special Majority for Resolutions

Under the Former Act, the majority of votes required to pass a special resolution at a general meeting was three-quarters of the votes cast on a resolution. Under the New Act, the Corporation is authorized to determine whether a special resolution requires two-thirds or three-quarters of the votes cast on a resolution. The Existing Articles did not state what the majority was for a special resolution, as this matter was dealt with under the Former Act. The New Articles propose that a special resolution require a majority of two-thirds of the votes cast on a resolution.

Share Issuances

Under the Former Act, the maximum discount or commission payable on the issuance of a share of the Company was 25%. Under the New Act the Corporation is, subject to Shareholder approval, now permitted to avoid setting a numerical maximum for a discount or commission payable on the issuance of a share but rather limit any discount or commission by a test of reasonableness. The New Articles provide that the Corporation be permitted to pay or offer the commission or discount as permitted in the New Act. Management of the Corporation believes that the 25% maximum limit should not be set out in the New Articles as such a limit does not consider factual circumstances nor apply a test of reasonableness. By limiting the discount or commission amounts payable by the test of reasonableness, exercised by directors with a duty to act in the best interest of the Corporation, the Corporation is provided greater flexibility in possib le future transactions. In addition, since the Corporation is a public company, it is subject to the requirements of the TSX Venture Exchange on share issuances and discounts and commissions, which requirements are generally far more stringent than the Former Act provisions.

Publication of Advance Notice of Meeting

Under the Former Act, the Corporation was required to publish an advance notice of a general meeting of shareholders at which directors were to be elected in the manner required under the Former Act. Under the New Act, the Corporation is no longer required to publish an advance notice of general meetings of shareholders at which directors are to be elected.

The following are changes to the provisions contained in the New Act which have an effect on provisions contained in the Existing Articles:

Officers

Under the Existing Articles, the Corporation was required to have at least a President and Secretary as officers, and there had to be separate individuals holding those positions. In addition, the President was required to be a director of the Corporation. These were requirements under the Former Act. However, under the New Act, those requirements no longer exist, and as a result, it is proposed that the New Articles remove these requirements. Management and the Board of Directors believe that by removing these restrictions the Corporation is better able to meet its corporate governance obligations as to membership of the Board of Directors.

Share Certificates

Under the Existing Articles, a Shareholder is entitled to a share certificate representing the number of shares of the Corporation he or she holds. Under the New Act, a Shareholder is now entitled to a share certificate representing the number of shares of the Corporation he or she holds or a written acknowledgement of the Shareholder’s right to obtain such a share certificate. As a result, the New Articles have been amended to provide for this additional right. The addition of the ability to issue a

written acknowledgement is very useful for public companies such as the Corporation, since it permits flexibility in corporate and securities transmissions.

Disclosure of Interest of Directors

Under the New Act, the provisions relating to the disclosure of interests by directors have been revised and updated. As directors of the Corporation are bound by these provisions, the New Articles have deleted reference to the old disclosure of interest provisions and refer to the provisions contained in the New Act.

Indemnity Provisions

Under the Former Act, the Corporation could only indemnify directors where it obtained prior court approval, except in certain limited circumstances. The Existing Articles provided for the Corporation to indemnify directors, subject to the requirements of the Former Act. Under the New Act, the Corporation is now permitted to indemnify a past or present director or officer of the Corporation without obtaining prior court approval in respect of an “eligible proceeding”. An “eligible proceeding” includes any legal proceeding relating to the activities of the individual as a director or officer of the Corporation. However, under the New Act, the Corporation will be prohibited from paying an indemnity if:

(a)

the party did not act honestly and in good faith with a view to the best interests of the Corporation;

(b)

the proceeding was not a civil proceeding and the party did not have reasonable grounds for believing that his or her conduct was lawful; and

(c)

the proceeding is brought against the party by the Corporation or an associated corporation.

As a result, the New Articles propose to allow the Corporation to indemnify directors, officers, employees and agents, subject to the limits imposed under the New Act. Management believes that it is in the best interests of the Corporation to allow the indemnification of directors, officers, employees and agents, subject to the limits and conditions of the New Act.

Delivery of Documents to Shareholders

As a result of changes under the New Act, the New Articles now permit the delivery of documents to a Shareholder by facsimile transmission, email and any other method permitted under securities legislation, so long as the Shareholder consents and provides its facsimile number, email address or other authorized delivery method. This change reflects recent developments under securities legislation. As part of its efforts to modernize and adopt new, less expensive methods of shareholder communication, management believes it is in the best interest of the Company to allow for facsimile transmission, email and other permitted methods of delivery of documents to Shareholders.

Proxies

As a result of changes under the New Act, the New Articles now permit Shareholders to deposit their proxies for shareholder meetings through the Internet or telephone voting services, in addition to the usual methods of mail or facsimile delivery. This reflects a general movement by companies to adopt easier and faster ways for Shareholders to communicate with them. As part of its efforts to modernize and adopt new, less expensive methods of shareholder communication, management believes it is in the best interest of the Corporation to allow for proxies to be deposited using the Internet or telephone voting services.

Holding of Annual General Meetings

Under the Former Act, annual general meetings were required to be held within 13 months of the last annual general meeting. The New Act allows for annual general meetings to be held once in each

calendar year and not more than 15 months after the last annual general meeting and accordingly, the Corporation’s New Articles reflect this provision.

Location of Annual General Meetings

Under the Former Act, annual general meetings were required to be held in British Columbia, unless the Registrar of Companies (the “Registrar”) approved a location outside British Columbia. The New Act allows for annual general meetings to be held outside British Columbia without the need to obtain the Registrar’s approval, if the articles of a company so provide. The Corporation’s New Articles reflect this provision.

Shareholders of the Corporation will be asked at the Meeting to pass the following special resolution:

“RESOLVED, AS A SPECIAL RESOLUTION, THAT:

1.

The Pre-existing Company Provisions set forth in Part 16 of the Regulations to the New Act be removed and no longer apply to the Corporation.

2.

The Corporation increase its authorized share capital from 100,000,000 common shares without par value to an unlimited number of common shares without par value.

3.

The directors of the Corporation be authorized to instruct its agents to file a Notice of Alteration to a Notice of Articles in the required form reflecting the changes in paragraphs 1 and 2 above effective as of the time the Notice of Alteration to a Notice of Articles is filed with the Registrar of Companies.

4.

The existing Articles of the Corporation be cancelled, and the form of Articles made available to shareholders prior to the Meeting and submitted to the Meeting for approval be created and adopted as the Articles of the Corporation in substitution for the existing Articles.

5.

Any director or officer of the Corporation, signing alone, be authorized to execute and deliver all such documents and instruments, including the amendment to the Notice of Articles, and to do such further acts, as may be necessary to give full effect to these resolutions or as may be required to carry out the full intent and meaning thereof.”

A special resolution is a resolution passed by a majority of not less than 75% of the votes cast by those shareholders of the Corporation, who being entitled to do so, vote in person or by proxy at the Meeting.

Continuance of Share Option Plan

In accordance with the Exchange’s policy governing stock options, all issuers are required to adopt a share option plan pursuant to which stock options may be granted.

The Corporation currently has a share option plan (the “Plan”) as previously approved by the directors, and as also approved by the Shareholders of the Corporation at the Annual and General Meeting held on February 3, 2004. The Plan complies with the requirements of the Exchange Policy 4.4 for Tier 2 issuers. The Plan provides for the issuance of stock options to acquire up to 10% of the Corporation’s issued and outstanding capital as at the date of grant. This is a “rolling” plan as the number of shares reserved for issuance pursuant to the grant of stock options will increase as the Corporation’s issued and outstanding share capital increases.

The Exchange policy requires that such Plans be approved by shareholders annually, at the Corporation’s annual general meeting. Continuation of the Plan will be subject to the approval of the Shareholders of the Corporation and review and acceptance by the Exchange.

A copy of the Plan will be available at the Meeting for review by Shareholders. In addition, upon request, Shareholders may obtain a copy of the Plan from the Corporation prior to the Meeting.

The principal features of the Plan are as follows:

(a)

the option is non-assignable and non-transferable other than by will or the laws of descent and distribution;

(b)

for stock options granted to employees or other service providers (including management company employees), the Corporation is required to represent that the proposed optionee is a bona fide employee or service provider, as the case may be, of the Corporation or of any of its affiliates;

(c)

if an optionee ceases to be employed by the Corporation (other than as a result of termination with cause) or ceases to act as a director or officer of the Corporation or a subsidiary of the Corporation, any option held by such optionee may be exercised within 90 days after the date such optionee ceases to be employed as an officer or director or, as the case may be, or within 30 days if the optionee is engaged in investor relations activities and ceases to be employed to provide investor relations activities;

(d)

in the event of the death of an optionee, the optionee’s heirs or administrators may exercise any portion of the outstanding option up to a period of one year from the date of the optionee’s death or the termination date of the option , whichever is earlier;

(e)

the term of an option cannot exceed five years from the date of grant;

(f)

the options will be vested on a basis to be determined by the directors and may be vested immediately upon granting;

(g)

the maximum number of common shares that may be granted to an optionee within a one year period may not exceed 5% of the issued common shares at the time of grant (on a non-diluted basis);

(h)

any common shares subject to a share option which for any reason is cancelled or terminated without having been exercised shall again be available for grant under the Plan; and

(i)

the issuance to any consultant, within a one-year period, of a number of shares may not exceed 2% of the issued common shares.

Accordingly, shareholders will be requested at the Meeting to pass an ordinary resolution in the following form:

“RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

1.

The adoption of the Corporation’s Stock Option Plan be ratified, confirmed and approved, subject to acceptance by the TSX Venture Exchange;

2.

The Corporation be authorized to grant stock options for up to 10% of the common shares of the Corporation outstanding from time to time pursuant and subject to the terms and conditions of the Stock Option Plan;

3.

The previous existing stock options granted to directors, officers and other insiders be ratified, confirmed and approved; all existing stock options becoming subject to the provisions of the Stock Option Plan upon adoption by the Corporation;

4.

The Board of Directors be authorized on behalf of the Corporation to make any amendments to the Stock Option Plan as may be required by regulatory authorities, without further approval of the Shareholders of the Corporation, in order to ensure adoption of the Stock Option Plan; and

5.

Any one director or officer of the Corporation be and he is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this resolution.”

OTHER MATTERS

Management of the Corporation knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting accompanying this Information Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy accompanying this Information Circular to vote the same in accordance with their best judgment of such matters.

Additional information relating to the Corporation is on SEDAR at www.sedar.com. Shareholders may contact the Corporation to request copies of the Corporation’s financial statements and MD&A by sending a request to the Vancouver office of the Corporation. Financial information is provided in the Corporation’s comparative financial statements and MD&A for the financial year ended August 31, 2004.

Certificate For Alberta Shareholders

The foregoing contains no untrue statements of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

The Corporation is a reporting issuer in Alberta due to its listing on the TSX Venture Exchange. The following is required by the Securities Rules (Alberta):

IT IS AN OFFENCE UNDER THE SECURITIES ACT (ALBERTA), THE SECURITIES REGULATION (ALBERTA) AND THE ALBERTA SECURITIES COMMISSION RULES FOR A PERSON OR COMPANY TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR REGULATIONS THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.

DATED at Vancouver, British Columbia, this 15^th day of December, 2004.

ON BEHALF OF THE BOARD OF DIRECTORS

"J. Paul Sorbara"

“Dennis S. Fong”

President

Chief Financial Officer

EX-20

COVER

Cover Letter