SB-2

                              UNITED STATES

                   SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C. 20549

                                FORM SB-2

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           PALOMINE MINING INC.

                       ---------------------------

             (Name of small business issuer in its charter)                                    

   NEVADA                 1000                   20-1770378

-------------   ---------------------------   ----------------

(State or       (Primary Standard Industrial  (I.R.S. Employer

jurisdiction of  Classification Code Number) Identification No.)

incorporation or                                

organization)

                          Palomine Mining Inc.

                      Eugene N. Larabie, President

                       595 Howe Street, Suite 507

                      Vancouver, British Columbia

                             Canada V6C 2T5

                       Telephone: (604) 681-6466

                       Facsimile: (604) 681-2161

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(Address and telephone number of principal executive offices)

                      Empire Stock Transfer Inc.

                  7251 West Lake Mead Blvd, Suite 300

                       Las Vegas, Nevada, 89128  

                      Telephone: (702) 562-4091      

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  (Name, address and telephone number of agent for service)

Approximate date of

proposed sale to the public:               as soon as practicable after

                                           the effective date of this

                                           Registration Statement.

If any of the securities being registered on this Form are to be

offered on a delayed or continuous basis pursuant to Rule 415

under the Securities Act of 1933, check the following box.         | X|

If this Form is filed to register additional securities for an

offering pursuant to Rule 462(b) under the Securities Act, please

check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.                                                |__|

If this Form is a post-effective amendment filed pursuant to Rule

462(c) under the Securities Act, check the following box and list the

Securities Act registration statement number of the earlier effective

registration statement for the same offering.                      |__|

If this Form is a post-effective amendment filed pursuant to Rule

462(d) under the Securities Act, check the following box and list the

Securities Act registration statement number of the earlier effective

registration statement for the same offering.                      |__|

If delivery of the prospectus is expected to be made pursuant to Rule

434, check the following box.                                      |__|

                  CALCULATION OF REGISTRATION FEE

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TITLE OF EACH                   PROPOSED      PROPOSED

CLASS OF                        MAXIMUM       MAXIMUM

SECURITIES     DOLLAR           OFFERING      AGGREGATE    AMOUNT OF

TO BE          AMOUNT TO BE     PRICE PER     OFFERING     REGISTRATION

REGISTERED     REGISTERED       SHARE (1)     PRICE (2)    FEE (2)

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Common Stock    $230,000         $0.10

    $230,000     $27.07

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(1) Based on the last sales price on October 29, 2004.

(2) Estimated solely for the purpose of calculating the registration

    fee in accordance with Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE

OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE

REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES

THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN

ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL

THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE

COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

          SUBJECT TO COMPLETION, Dated March 21, 2005

   PROSPECTUS

                            PALOMINE MINING INC.

                              2,300,000 SHARES

                                COMMON STOCK

                              ----------------

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus.

Our common stock is presently not traded on any market or securities exchange.

                              ----------------

The purchase of the securities offered through this prospectus involves a high degree of risk.  SEE SECTION ENTITLED “RISK FACTORS” ON PAGES 6-10

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The selling shareholders will sell our shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.  We determined this offering price based upon the price of the last sale of our common stock to investors.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

                              ----------------

           The Date Of This Prospectus Is: March 21, 2005

Table Of Contents

                                                               PAGE                                                               

Summary .......................................................  6

Risk Factors ..................................................  7

  -  If we do not obtain additional financing, our business

     will fail ................................................  7

  -  Because we have not commenced business operations, we face

     a high risk of business failure ..........................  8

  -  Because of the speculative nature of exploration of mining

     properties, there is substantial risk that our business

     will fail ................................................  8

-  We need to continue as a going concern if our business is

     to succeed.  Our independent auditor has raised doubt about

     our ability to continue as a going concern................  9

  -  Because of the inherent dangers involved in mineral

     exploration, there is a risk that we may incur liability or

     damages as we conduct our business .......................  9

  -  Even if we discover commercial reserves of precious metals

     on the Gab Property, we may not be able to successfully

     obtain commercial production .............................  9

  -  If we become subject to burdensome government regulation

     or other legal uncertainties, our business will be

     negatively affected ......................................  9

-  Because our directors own 46.5% of our outstanding stock,

   they could control and make corporate decisions that may

   be disadvantageous to other minority stockholders  ........10

  -  Because our president has other business interests,

     he may not be able or willing to devote a sufficient

     amount of time to our business operations, causing our

     business to fail ......................................... 10  

  -  If a market for our common stock does not develop,

     shareholders may be unable to sell their shares .......... 10

  -  A purchaser is purchasing penny stock which limits the

     ability to sell stock .................................... 10

Use of Proceeds ............................................... 11

Determination of Offering Price ............................... 11

Dilution ...................................................... 11

Selling Securityholders ....................................... 11

Plan of Distribution .......................................... 14

Legal Proceedings ............................................. 16

Directors, Executive Officers, Promoters and Control Persons..  17

Security Ownership of Certain Beneficial Owners and Management  17

Description of Securities ..................................... 18

Interest of Named Experts and Counsel ......................... 19

Disclosure of Commission Position of Indemnification for

Securities Act Liabilities .................................... 19

Organization Within Last Five Years ........................... 20

Description of Business ....................................... 20

Plan of Operations ............................................ 24

Description of Property ....................................... 25

Certain Relationships and Related Transactions ................ 25

Market for Common Equity and Related Stockholder Matters ...... 25

Executive Compensation ........................................ 27

Financial Statements .......................................... 28

Changes in and Disagreements with Accountants on Accounting 

and Financial Disclosure........................................28

Summary

Prospective investors are urged to read this prospectus in its entirety.

We intend to be in the business of mineral property exploration.  To date, we have not conducted any exploration on our sole mineral property asset known as the Gab property located in Yellowknife, Northwest Territories.  Pursuant to a Mineral Property Option Agreement dated October 28, 2004, we have the sole and exclusive right and option to acquire an 80% undivided right, title and interest in and to the claim.  The owner of the Gab property and the grantor of the option is Max Braden of Yellowknife, Northwest Territories.

Our objective is to conduct mineral exploration activities on the Gab property to assess whether it possesses economic reserves of gold.  We have not yet identified any economic mineralization on the property.  Our proposed exploration program is designed to search for an economic mineral deposit.

We were incorporated on August 13, 2004 under the laws of the state of Nevada.  Our principal offices are located at 595 Howe Street, Suite 507, Vancouver, British Columbia, Canada V6C 2T5. Our telephone number is (604) 681-6466.

The Offering:

Securities Being Offered     Up to 2,300,000 shares of common stock.

Offering Price               The selling shareholders will sell our

                             shares at $0.10 per share until our shares

                             are quoted on the OTC Bulletin Board, and

                             thereafter at prevailing market prices or

                             privately negotiated prices.  We

                             determined this offering price based upon

                             the price of the last sale of our common

                             stock to investors.

Terms of the Offering        The selling shareholders will determine

                             when and how they will sell the common

                             stock offered in this prospectus.

Termination of the Offering  The offering will conclude when all of the

                             2,300,000 shares of common stock have been

                             sold, the shares no longer need to be

                             registered to be sold or we decide to

                             terminate the registration of the

                             shares.

Securities Issued

And to be Issued             4,300,000 shares of our common stock are

                             issued and outstanding as of the date of

                             this prospectus.  All of the common stock

                             to be sold under this prospectus will be

                             sold by existing shareholders.

Use of Proceeds              We will not receive any proceeds from the

                             sale of the common stock by the selling

                             shareholders.

Summary Financial Information

                              January 31, 2005

Cash	$23,160
Total Assets	$23,160
Liabilities	$ 6,200
Total Stockholders’ Equity	$16,960

Statement of Loss and Deficit

                           From Incorporation on

                    August 13, 2004 to January 31, 2005

Revenue                           $     0

Net Loss and Deficit             ($ 6,240)

                          Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current operating funds are less than necessary to complete all intended exploration of the Gab property, and therefore we will need to obtain additional financing in order to complete our business plan.  We currently do not have any operations and we have no income.  As well, we will not receive any funds from this registration.

Our business plan calls for significant expenses in connection with the exploration of the Gab property.  While we have sufficient funds to conduct the phase one and two exploration programs on the property with an estimated budget of $5,000 and $10,000 respectively, we will require additional financing in order to determine whether the property contains economic mineralization and to cover our anticipated administrative costs.  We will also require additional financing if the costs of the exploration of the Gab property are greater than anticipated.  Even after completing all proposed exploration, we will not know if we have a commercially viable mineral deposit.

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete.  We do not currently have any arrangements for financing and may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market price for gold and investor acceptance of our property and general market conditions.  These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders.  The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the Gab property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.

BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

We have not yet commenced exploration on the Gab property. Accordingly, we have no way to evaluate the likelihood that our business will be successful.  We were incorporated on August 13, 2004 and to date have been involved primarily in organizational activities and the acquisition of our mineral property.  We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We therefore expect to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate significant revenues from development of the Gab property and the production of minerals from the claims, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals as a business is extremely risky.  The likelihood of our mineral claims containing economic mineralization or reserves is extremely remote.  Exploration for minerals is a speculative venture necessarily involving substantial risk.   In all probability, the Gab property does not contain any reserves and funds that we spend on exploration will be lost.  As well, problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.  

WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.  OUR INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The independent accountant’s report to our audited financial statements for the period ended January 31, 2005 indicates that since we have incurred losses since our inception and we are dependant upon adequate financing to fulfill our exploration activities, there is substantial doubt about our ability to continue as a going concern.  Our ability to continue as a going concern depends upon our ability to generate profitable operations and obtain the necessary financing to meet our obligations and repay our liabilities.  If we are not able to continue as a going concern, it is likely investors will lose all of their investment.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure.  The payment of such liabilities may have a material adverse effect on our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE GAB PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Gab property does not contain any known bodies of mineralization. If our exploration programs are successful in establishing gold of commercial tonnage and grade, we will require additional funds in order to place the property into commercial production.  We may not be able to obtain such financing.

IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

There are several governmental regulations that materially restrict mineral property exploration and development. Under Canadian mining law, to engage in certain types of exploration will require work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While these current laws will not affect our current exploration plans, if we proceed to commence drilling operations on the Gab property, we will incur modest regulatory compliance costs.

In addition, the legal and regulatory environment that pertains to the exploration of ore is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also

be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues.  In addition to new laws and regulations being adopted, existing laws may be applied to mining that have not as yet been applied.  These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.

BECAUSE OUR DIRECTORS OWN 46.5% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER MINORITY SHAREHOLDERS.

Our directors own approximately 46.5% of the outstanding shares of our common stock.  Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets.  They will also have the power to prevent or cause a change in control. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. Eugene Larabie spends approximately 20% of his business time providing his services to us.  While Mr. Larabie presently possesses adequate time to attend to our interests, it is possible that the demands on him from other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market will develop. We currently plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part.  Our shares may never trade on the bulletin board.  If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.

A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL THE STOCK.

The shares offered by this prospectus constitute penny stock under the Exchange Act.  The shares will remain penny stock for the foreseeable future.  The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, thus limiting investment liquidity.  Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Exchange Act.  Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

Please refer to the “Plan of Distribution” section for a more detailed discussion of penny stock and related broker-dealer restrictions.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  You should not place too much reliance on these forward-looking statements.  Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.

                          Use Of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

                  Determination Of Offering Price

The selling shareholders will sell our shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.  We determined this offering price, based upon the price of the last sale of our common stock to investors.

                               Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding.  Accordingly, there will be no dilution to our existing shareholders.

                       Selling Securityholders

The selling securityholders named in this prospectus are offering all of the 2,300,000 shares of common stock offered through this prospectus.  These shares were acquired from us in private placements that were exempt from registration under Regulation S of the Securities Act of 1933. The shares include the following:

1.    1,200,000 shares of our common stock that the selling

      shareholders acquired from us in an offering that was exempt from

      registration under Regulation S of the Securities Act of 1933 and

      was completed on October 4, 2004; and

2.    1,000,000 shares of our common stock that the selling            

      shareholders acquired from us in an offering that was exempt from

      registration under Regulation S of the Securities Act of 1933 and  

      was completed on October 26, 2004; and

3.    100,000 shares of our common stock that the selling shareholders

      acquired from us in an offering that was exempt from registration

      under Regulation S of the Securities Act of 1933 and was

      completed on October 29, 2004.

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

  1.  the number of shares owned by each prior to this offering;

  2.  the total number of shares that are to be offered for each;

  3.  the total number of shares that will be owned by each upon   

      completion of the offering; and

  4.  the percentage owned by each upon completion of the offering.

                                    Total Number

      Of Shares To   Total Shares  Percent

      Be Offered For Owned Upon    Owned Upon

Name Of      

     Shares Owned

      Selling  

        Completion    Completion

Selling      

     Prior To This

      Shareholders

        Of This       Of This

Stockholder  

     Offering     

      Account  

        Offering      Offering

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Jerold Bradley

595 Howe Street

Suite 507

Vancouver, BC V6C 2T5      200,000     200,000        Nil         Nil

William Campbell

7361 Montecito Drive

Suite 6

Vancouver, BC V5A 1R4      200,000     200,000        Nil         Nil

Nazim Gillani

289 Alexander Street

Suite 622

Vancouver, BC V6A 4H6      200,000     200,000        Nil         Nil

Deanna Sauve

800 W Pender Street

Suite 1250

Vancouver, BC V6C 2V6      200,000     200,000        Nil         Nil

Florence Brown

714 Donegal Place

N. Vancouver, BC V7N 2X5   200,000     200,000        Nil         Nil

William S. Elston

700 Chico Street

Suite 801

Vancouver, BC V6G 2R1      200,000     200,000        Nil         Nil

James Tong

4353 Halifax Street

Suite 904

Burnaby, BC V5C 5Z4        100,000     100,000        Nil         Nil

M. O. David Sioson

657 East 28^th Avenue

Vancouver, BC V5V 2N4       65,000      65,000        Nil         Nil

Danilo K. Lacsamana

1103 East 28^th Avenue

Vancouver, BC V5V 2K6      130,000     130,000        Nil         Nil

Maximino S. Sioson

636 East 27^th Avenue

Vancouver, BC V5V 2K6       75,000      75,000        Nil         Nil

Sze Wai Lee

8291 French Street

Suite 6

Vancouver, BC V6P 4V9      140,000     140,000        Nil         Nil

S. W. Danny Tong

1833 Frances Street

Vancouver, BC V5L 1Z8       65,000      65,000        Nil         Nil

S. Y. Richard Tong

7622 6^th Street

Burnaby, BC V3N 3M5         80,000      80,000        Nil         Nil

Linda Liu

4421 Georgia Street

Burnaby, BC V5C 2V1        170,000     170,000        Nil         Nil

A. Such Man Tong

870 East 54^th Avenue

Vancouver, BC V5X 2L7      100,000     100,000        Nil         Nil

Lai Chun Fung Tong

1239 Blaine Drive

Burnaby, BC V5A 2L7         75,000      75,000        Nil         Nil

Chris Dowsley

2615 Jane Street

Suite 307

Port Coquitlam, BC V3C 3K3   8,500       8,500        Nil         Nil

Jason Swan

741 Porter Street

Coquitlam, BC V3J 5B7       12,000      12,000        Nil         Nil

Omer Sauve

2733 East 15^th Avenue

Vancouver, BC V5M 2K2        9,000       9,000        Nil         Nil

Randall Pow

1255 Bidwell Street

Suite 1103

Vancouver, BC V6G 2K8       15,000      15,000        Nil         Nil

Kimberly O’Reily

2374 Shawna Way

Coquitlam, BC V3K 3A2        6,000       6,000        Nil         Nil

Scott Schumacher

2254 Paradise Avenue

Coquitlam, BC V3K 6H3        9,000       9,000        Nil         Nil

Ryan Swan

1025 Brunette Avenue

Coquitlam, BC V3K 1E6       10,000      10,000        Nil         Nil

Jennifer Harrison

1255 Riverside Drive

Suite 43

Port Coquitlam, BC V3B 7W5   7,500       7,500        Nil         Nil

Sydney Wharton

944 Spence Avenue

Coquitlam, BC V3J 4V6       18,000      18,000        Nil         Nil

Dana Tosoni

1330 Victoria Drive

Port Coquitlam, BC V3B 6M9   5,000       5,000        Nil         Nil

The named party beneficially owns and has sole voting and investment over all shares or rights to these shares.  The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.  The percentages are based on 4,300,000 shares of common stock outstanding on the date of this prospectus.

Florence Brown is the mother of Barry Brown, a director.  Otherwise, none of the selling shareholders:

    (1)  has had a material relationship with us other than as a

         shareholder at any time within the past three years; or

    (2)  has ever been one of our officers or directors.

None of the selling shareholders is a broker-dealer or affiliate of a broker dealer.

                        Plan Of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions.

The selling shareholders will sell our shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily based upon the price of the last sale of our common stock to investors.  The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

We are bearing all costs relating to the registration of the common stock.  These are estimated to be $7,000. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

  1.  Not engage in any stabilization activities in connection with

      our common stock;

  2.  Furnish each broker or dealer through which common stock may be

      offered, such copies of this prospectus, as amended from time to

      time, as may be required by such broker or dealer; and

  3.  Not bid for or purchase any of our securities or attempt to

      induce any person to purchase any of our securities other than

      as permitted under the Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $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 those rules, deliver a

standardized risk disclosure document prepared by the Commission,

which:

  *  contains a description of the nature and level of risk in the   

     market for penny stocks in both public offerings and secondary

     trading;

  *  contains a description of the broker's or dealer's duties to the

     customer and of the rights and remedies available to the customer

     with respect to a violation of such duties;

  *  contains a brief, clear, narrative description of a dealer market,

     including "bid" and "ask"  prices for penny stocks and the

     significance of the spread between the bid and ask price;

*  contains a toll-free telephone number for inquiries on              

disciplinary actions;

*  defines significant terms in the disclosure document or in the

   conduct of trading penny stocks; and

*  contains such other information and is in such form (including

   language, type, size, and format) as the Commission shall require

   by rule or regulation;

The broker-dealer also must provide, prior to proceeding with any transaction in a penny stock, the customer:

  *  with bid and offer quotations for the penny stock;

  *  details of the compensation of the broker-dealer and its

     salesperson in the transaction;

  *  the number of shares to which such bid and ask prices apply, or

     other comparable information relating to the depth and liquidity

     of the market for such stock; and

  *  monthly account statements showing the market value of each penny

     stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Legal Proceedings

We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128.

Directors, Executive Officers, Promoters And Control Persons

Our executive officers and directors and their respective ages as of the date of this prospectus are as follows:

Directors:

Name of Director                 Age

Eugene N. Larabie                69

Barry Brown                      52                  

Executive Officers:

Name of Officer                  Age          

Office

---------------------           -----           -------

Eugene N. Larabie                69             President, Chief  

                                                Executive Officer,

                                                Secretary, Treasurer,

                                                Principal Accounting

                                                Officer and Principal

                                                Financial Officer

Biographical Information

Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years.

Mr. Eugene N. Larabie has acted as our president, chief executive officer, secretary, treasurer and a director since our incorporation on August 13, 2004.  Since 1984, Mr. Larabie has been the president and principal of Laroth Engineering Ltd., a private British Columbia company that provides mineral exploration and mining services.  Mr. Larabie is a professional engineer who graduated from Haileybury School of Mines in 1957.  He is a member of the Professional Engineers Association of the Provinces of Ontario and British Columbia, Canada.

Mr. Barry Brown has acted as a director since August 13, 2004.  He graduated from the University of British Columbia in 1976 with a Bachelor of Commerce degree in finance.  Since 1978, he has acted as president and a director of Barry Development Ltd., a private British Columbia company involved in the management of reporting and non-reporting companies.  From February 2000 to present, Mr. Brown has acted as president and a director of Strikezone Minerals (Canada) Ltd., a British Columbia and Alberta reporting company involved in the exploration of mineral properties.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the officers and directors described above.

Security Ownership Of Certain Beneficial Owners And Management

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group.  Except as otherwise indicated, all shares are owned directly.

                                                Amount of

Title of      Name and address                  beneficial     Percent

Class         of beneficial owner               ownership      of class

Common         Eugene N. Larabie                1,000,000      23.26%

Stock          President, Chief

               Executive Officer,

               Secretary, Treasurer

               and Director

               595 Howe Street, Suite 507

               Vancouver, BC V6C 2T5

Common         Barry Brown                      1,000,000      23.26%

Stock          Director

               700 West Pender Street

               Suite 1408

               Vancouver, BC V6C 1G8

Common         All officers and directors       2,000,000       46.5%

Stock          as a group that consists of         

               two people

The percent of class is based on 4,300,000 shares of common stock issued and outstanding as of the date of this prospectus.

                         Description Of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As of March 21, 2005, there were 4,300,000 shares of our common stock issued and outstanding held by 28 stockholders of record.  Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  Two persons present and being, or representing by proxy, shareholders are necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

                 Interests Of Named Experts And Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon

the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant.  Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Joseph I. Emas, our legal counsel, has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus and the registration statement have been audited by Morgan & Company, Chartered Accountants, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

      Disclosure Of Commission Position Of Indemnification For

                   Securities Act Liabilities

Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. These provisions provide that we shall indemnify a director or former director against all expenses incurred by him by reason of him acting in that position.  The directors may also cause us to indemnify an officer, employee or agent in the same fashion.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction.  We will then be governed by the court's decision.

                   Organization Within Last Five Years

We were incorporated on August 13, 2004 under the laws of the state of Nevada.  On that date, Eugene N. Larabie and Barry Brown were appointed as our directors.  As well, Mr. Larabie was appointed as our president, chief executive officer, secretary and treasurer.

                         Description Of Business

In General

We intend to commence operations as an exploration stage company.  We will be engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discover that demonstrate economic feasibility.  We have the sole and exclusive right and option to acquire an 80% undivided right, title and interest in and to the mineral property known as the Gab claim.  There is no assurance that a commercially viable mineral deposit exists on the property.  Further exploration will be required before a final evaluation as to the economic feasibility of the claim is determined.

Our plan of operation is to conduct exploration work on the Gab property in order to ascertain whether it possesses economic quantities of gold.  There can be no assurance that economic mineral deposits or reserves exist on the Gab property until appropriate exploration work is done and an economic evaluation based on such work concludes that production of minerals from the property is economically feasible.

Even if we complete our proposed exploration programs on the Gab property and they are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.

Mineral property exploration is typically conducted in phases.  Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration.  We have not yet commenced the initial phase of exploration on the Gab claim.  Once we have completed each phase of exploration, we will make a decision as to whether or not we proceed with each successive phase based upon the analysis of the results of that program.  Our directors will make this decision based upon the recommendations of the independent geologist who oversees the program and records the results, as well as our president Eugene Larabie, who is a professional engineer.

Description, Location and Access

The Gab property is located near Cross Lake, five miles south of Thistlewaite Lake and approximately 80 miles northeast of Yellowknife in the southern part of the Northwest Territories, Canada.  The property is located at approximately Latitude 63°05”N and Longitude 113°30’W.  

The mining claim is accessible by float plane to nearby Gordon Lake or by helicopter.  An old winter road exists from Cross Lake to the old mine site of Discovery Mines.  Facilities and the skilled population base at Yellowknife are readily available and will provide all the necessary services needed for property exploration.

The area inclusive of the Gab property exhibits sub arctic alder and white lodge pine intermixed with tundra bogs.  Good rock exposure is found along the lake shores.  Winters are cold with generally medium snowfall accumulations and summers are temperate with adequate precipitation.

Gab Claim Mineral Property Option Agreement

On October 28, 2004, we entered into an agreement with Max Braden of Yellowknife, Northwest Territories, whereby he granted us the sole and exclusive right and option to acquire an 80% undivided right, title and interest in and to the Gab claim subject to certain obligations.  These obligations are as follows:  

•     pay to Max Braden $1,000 upon execution of the agreement;

•     provide funding of minimum cumulative expenditures for

      exploration and development work on the claim in the following

      manner:

      -     $10,000 of expenditures to be incurred, or caused to be

            incurred, by June 1, 2005; and

      -     No less than a further $50,000 of expenditures to be  

            incurred, or caused to be incurred by December 31, 2005;

            and

      -     No less than a further $100,000 of expenditures to be

            incurred, or caused to be incurred by December 31, 2006;

•     pay or cause to be paid, to Max Braden, or on Braden’s behalf as

      we may determine, all claim payments and assessment work required

      to keep the claim and this option in good standing during the

      term of the agreement.  

Title to the Gab Property

The Gab property consists of one mineral claim.  This claim is registered in the name of Max Braden, the optionor of the property.  The claim was created on May 28, 2003 and is in good standing until May 28, 2005.  This means that we must complete at least $100 in exploration work on the claim by that date in order to extend the claim expiry date by one year, to May 28, 2006.

A “claim” refers to a specific section of land over which a title holder owns rights to explore.  We have an option to purchase a 80% interest in the Gab property from the claim owner, Max Braden.  He will transfer title to the claim to us if we exercise the option.

Infrastructure and Condition of the Property

The Gab claim is free of mineral workings.  There is no equipment or other infrastructure facilities located on the property.  There is no power source located on the property.  We will need to use portable generators if we require a power source for exploration of the Gab claim.

Mineralization

The Gab property is underlain by the metasedimentary rocks of the area.  Metasedimentary rocks form in layers which have been subject to some degree of change due to volcanic heat and pressure.  

The most prospective exploration area of the property is a gold-bearing vein.  A vein is a regularly shaped and lengthy occurrence of mineralization.  

Exploration History

Early exploration work on the Gab claim was reported in the 1940s and consisted of several drill holes.  No further physical work was reported on the claim until the 1980’s.  Treminco Explorations Canada Ltd. optioned the property and carried out programs of limited geological mapping during 1986.  Geological mapping involves plotting previous exploration data relating to a property on a map in order to determine the best property locations to conduct subsequent exploration work.

The claim lapsed and was staked by Max Braden, its current owner, in 2003.  He has not conducted any exploration on the Gab claim.

Geological Assessment Report: Gab Property

We commissioned Mr. Glen Macdonald to prepare a geological report on the Gab property.  Mr. Macdonald holds bachelor degrees in economics and geology from the University of British Columbia and has practiced his profession as a geologist for over 28 years.  He is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta and of the Association of Professional Engineers and Geoscientists of the Province of British Columbia.  The report summarizes the results of prior exploration and makes recommendations for further exploration.  

Conclusions

In his report, Mr. Macdonald concludes that the Gab claim has the potential to host significant amounts of mineralization and that intensive exploration of the property is warranted.

Mr. Macdonald recommends a two phase exploration program to further delineate the mineralized system currently recognized on the Gab Claim.

The program would consist of air photo interpretation of the structures, geological review, both regionally and detailed on the area of the main showings followed with geological mapping and geophysical surveying using both magnetic and electromagnetic instrumentation in detail over the area of the showings and in a regional survey.  Geophysical surveying is the search for mineral deposits by measuring the physical property of near-surface rocks, and looking for unusual responses caused by the presence of mineralization.  Electrical, magnetic, gravitational, seismic and radioactive properties are the ones most commonly measured.  Geophysical surveys are applied in situations where there is insufficient information obtainable from the property surface to allow informed opinions concerning the merit of properties.

The effort of this exploration work is to define and enable interpretation of a follow-up diamond drill program, so that the known mineralization and the whole property can be thoroughly evaluated with the most up to date exploration techniques.

This initial program is estimated to cost approximately $12,000.

Proposed Budget

Approximate costs for the recommended two phase program are as follows:

Phase One:

1. Geological and Air photo Review                      $ 5,000

                                                        -------

Total Phase I Costs:                                    $ 5,000

Phase Two:

1. Detailed Geological Mapping                          $ 3,200

2. Geophysical Surveying                                $ 4,000

3. Assaying                                             $ 1,000

4. Helicopter support (1.5 hours @ $1,000/hour)         $ 1,800

                                                        -------

Total Phase II Costs:                                   $10,000

Grand Total Exploration Costs:                          $15,000

                                                        =======

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in the Northwest Territories specifically.

We will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken.  The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the currently planned work programs. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater.  Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:

-

Water discharge will have to meet water standards;

-

Dust generation will have to be minimal or otherwise re-mediated;

-

Dumping of material on the surface will have to be re-contoured and re-vegetated;

-

An assessment of all material to be left on the surface will need to be environmentally benign;

-

Ground water will have to be monitored for any potential contaminants;

-

The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and

-

There will have to be an impact report of the work on the local fauna and flora.

Employees

We have no employees as of the date of this prospectus other than our two directors.

Research and Development Expenditures

We have not incurred any other research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Reports to Security Holders

Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it.  We will not be a reporting issuer with the Securities and Exchange Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration statement on Form SB-2, under the Securities Act of 1933, with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washin gton, D.C.  Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.  The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission.  Our registration statement and the referenced exhibits can also be found on this site.

                        Plan Of Operations

Our  plan  of  operation  for  the  twelve  months  following  the  date of this prospectus is to complete the recommended phase one and two exploration programs on the Gab property.  We anticipate that the cost of these programs will be approximately $15,000.  We anticipate commencing the phase one program in the spring of 2005 and completing it within one month of commencement.  We anticipate commencing the phase two program in the summer of 2005 and completing it within two months of commencement.  We have not retained a geologist to conduct this exploration work.

In the next 12 months, we also anticipate spending an additional $10,000 on professional fees and administrative expenses, including fees payable in connection with the filing of this registration statement and complying with reporting obligations.

Total expenditures over the next 12 months are therefore expected to be $25,000.  We have the cash on hand necessary to pay for almost all of these expenses.

We will require additional funding in order to cover all of our anticipated administrative expenses and to proceed with additional recommended exploration work on the property.  We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock.  However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund the second phase of the exploration program.  We believe that debt financing will not be an alternative for funding the complete exploration program.  We do not have any arrangements in place for any future equity financing.

Results Of Operations For The Period From Inception Through January 31, 2005

We have not earned any revenues from our incorporation on August 13, 2004 to January 31, 2005.  We do not anticipate earning revenues unless we enter into commercial production on the Gab property, which is doubtful.  We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the property, or if such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $6,240 for the period from our inception on August 13, 2004 to January 31, 2005.  These operating expenses were comprised of $40 in office and sundry, $1,500 in organization costs, $3,700 in professional fees, and $1,000 in mineral property costs.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities.  For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

                       Description Of Property

We have the sole and exclusive right and option to acquire an 80% undivided right, title and interest in and to one mineral claim comprising the Gab property.  We do not own or lease any property other than the Gab property.

            Certain Relationships And Related Transactions

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

*  Any of our directors or officers;

  *  Any person proposed as a nominee for election as a director;

  *  Any person who beneficially owns, directly or indirectly, shares

     carrying more than 10% of the voting rights attached to our

     outstanding shares of common stock;

  *  Our sole promoter, Eugene Larabie;

  *  Any member of the immediate family of any of the foregoing

     persons.

     Market For Common Equity And Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock.  We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of the date of this registration statement, we have 28 registered shareholders.

Rule 144 Shares

A total of 2,000,000 shares of our common stock are available for

resale to the public after September 8, 2005 in accordance with the volume and trading limitations of Rule 144 of the Act.  In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1. 1% of the number of shares of the company's common stock then

outstanding which, in our case, will equal 43,000 shares as of the date of this prospectus; or

2. the average weekly trading volume of the company's common stock

   during the four calendar weeks preceding the filing of a notice on

   Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold all of the 2,000,000 shares that may be sold pursuant to Rule 144.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.  we would not be able to pay our debts as they become due in the

    usual course of business; or

2.  our total assets would be less than the sum of our total

    liabilities plus the amount that would be needed to satisfy the

    rights of shareholders who have preferential rights superior to

    those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

                        Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or

paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our inception on August 13, 2004 to January 31, 2005 and the subsequent period to the date of this prospectus.

                         Annual Compensation

                                Other Restricted Options/ LTIP Other

                                        Stock    SARs  payouts Comp

Name    Title  Year Salary Bonus Comp. Awarded    (#)     ($)     

_______________________________________________________________________

Eugene   Pres. 2005   $0     0      0        0          0        0

Larabie  CEO

         Sec.

         Tres.

         & Dir

Barry    Dir.  2005   $0     0      0        0          0        0

Brown        

Stock Option Grants

We have not granted any stock options to the executive officers since our inception.

Consulting Agreements

We do not have any employment or consulting agreement with Mr. Larabie or Mr. Brown. We do not pay them any amount for acting as directors.

Financial Statements

Index to Financial Statements:

1. Auditors' Report;

2. Audited financial statements for the period ending January 31, 2005, including:

  a. Report of Independent Registered Public Accounting Firm;

  b. Balance Sheet;

  c. Statement of Operations;

  d. Statement of Cash Flows;

  e. Statement of Stockholders' Equity; and

  f. Notes to the Financial Statements

PALOMINE MINING INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

JANUARY 31, 2005

(Stated in U.S. Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Palomine Mining Inc.

(An exploration stage company)

We have audited the accompanying balance sheet of Palomine Mining Inc. (an exploration stage company) as at January 31, 2005 and the related statements of operations, cash flows, and stockholders’ equity for the period from August 13, 2004 (date of inception) to January 31, 2005.  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 audit.  

We conducted our audit in accordance with 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.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as at January 31, 2005 and the results of its operations and its cash flows for the period indicated in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company incurred a net loss of $6,240 since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its exploration activities.  These factors raise substantial doubt that the Company will be able to continue as a going concern.  Management’s plans in regard to these matters are also discussed in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada

“Morgan & Company”

March 7, 2005

Chartered Accountants

PALOMINE MINING INC.

(An Exploration Stage Company)

BALANCE SHEET

JANUARY 31, 2005

(Stated in U.S. Dollars)

ASSETS
Current
Cash	$	23,160
LIABILITIES
Current
Accounts payable and accrued liabilities	$	6,200
STOCKHOLDERS’ EQUITY
Share Capital (Note 4)
Authorized:
75,000,000 shares with a par value of $0.001 per share
Issued and outstanding:
4,300,000 shares		4,300
Additional paid-in capital		18,900
Deficit Accumulated During The Exploration Stage		(6,240)
		16,960
	$	23,160

The accompanying notes are an integral part of these financial statements.

PALOMINE MINING INC.

(An Exploration Stage Company)

STATEMENT OF OPERATIONS

PERIOD FROM AUGUST 13, 2004 (INCEPTION) TO JANUARY 31, 2005

(Stated in U.S. Dollars)

Revenue	$	-
Expenses
Mineral property option payments (Note 3)		1,000
Office and sundry		40
Organization costs		1,500
Professional fees		3,700
Net Loss For The Period	$	6,240
Basic And Diluted Loss Per Share	$	(0.01)
Weighted Average Number Of Shares Outstanding		1,489,041

The accompanying notes are an integral part of these financial statements.

PALOMINE MINING INC.

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

PERIOD FROM AUGUST 13, 2004 (INCEPTION) TO JANUARY 31, 2005

 (Stated in U.S. Dollars)

Cash Flows From Operating Activities
Net loss for the period	$	(6,240)
Adjustments To Reconcile Net Loss To Net Cash Used By Operating Activities
Accounts payable and accrued liabilities		6,200
		(40)
Cash Flows From Financing Activity
Share capital issued		23,200
Increase In Cash		23,160
Cash, Beginning Of Period		-
Cash, End Of Period	$	23,160
Supplementary Disclosure Of Cash Flow Information
Cash paid for:
Interest	$	-
Income taxes		-

The accompanying notes are an integral part of these financial statements.

PALOMINE MINING INC.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY

PERIOD FROM AUGUST 13, 2004 (INCEPTION) TO JANUARY 31, 2005

 (Stated in U.S. Dollars)

						DEFICIT
	COMMON STOCK					ACCUMULATED
				ADDITIONAL		DURING THE
				PAID-IN		EXPLORATION
	SHARES	AMOUNT		CAPITAL		STAGE		TOTAL
Balance, August 13, 2004 (Date of incorporation)	-	$	-	$	-	$	-	$	-
Shares issued for cash:
September 8, 2004 at $0.001	2,000,000		2,000		-		-		2,000
October 4, 2004 at $0.001	1,200,000		1,200		-		-		1,200
October 26, 2004 at $0.01	1,000,000		1,000		9,000		-		10,000
October 29, 2004 at $0.10	100,000		100		9,900		-		10,000
Net loss for the period	-		-		-		(6,240)		(6,240)
Balance, January 31, 2005	4,300,000	$	4,300	$	18,900	$	(6,240)	$	16,960

The accompanying notes are an integral part of these financial statements.

PALOMINE MINING INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2005

(Stated in U.S. Dollars)

1.

NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated in the State of Nevada on August 13, 2004, and its intended year end is January 31, 2005.  The Company is an Exploration Stage Company as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7. The Company has acquired a mineral property located in the Northwest Territories, Canada, and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of property expenditures will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and upon future profitable production or proceeds for the sale thereof.

These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $6,240 since inception and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has plans to seek additional capital through a private placement and public offering of its common stock.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classifi cation of liabilities that might be necessary in the event the Company cannot continue in existence.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.  Actual results may vary from these estimates.

PALOMINE MINING INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2005

(Stated in U.S. Dollars)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

a)

Mineral Property Costs

The Company has been in the exploration stage since its formation on August 13, 2004 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are charged to operations as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

b)

Use of Estimates and Assumptions

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

c)

Foreign Currency Translation

The Company’s functional currency is the Canadian dollar and its reporting currency is the United States dollar. The financial statements of the Company are translated to United States dollars in accordance with SFAS No. 52 “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

PALOMINE MINING INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2005

 (Stated in U.S. Dollars)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d)

Financial Instruments

The carrying value of cash, and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

e)

Environmental Costs

Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

f)

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with SFAS No. 109 – “Accounting for Income Taxes”.  This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes.  If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

g)

Basic and Diluted Net Loss Per Share

The Company reports basic loss per share in accordance with SFAS No. 128 – “Earnings Per Share”.  Basic loss per share is computed using the weighted average number of common stock outstanding during the period.  Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period.  As the Company generated net losses in the period presented, the basic and diluted loss per share is the same, as any exercise of options or warrants would be anti-dilutive.

PALOMINE MINING INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2005

 (Stated in U.S. Dollars)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

h)

Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at January 31, 2005, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

i)

Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.  At January 31, 2005, the Company had no cash equivalents.

j)

New Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, could have a material effect on the accompanying financial statements.

3.

MINERAL PROPERTY

Pursuant to a mineral property option agreement dated October 28, 2004, the Company was granted an option to acquire a 100% undivided right, title and interest in one mineral claim unit, known as the Gab claim, located approximately 80 miles northeast of Yellowknife, Northwest Territories, Canada, for:

a)

Cash Payments

Cash payment of $1,000 upon execution of the Agreement (paid on February 28, 2005).

b)

Expenditure Commitments

Expenditures for exploration and development work on the Claim totalling at least $160,000 by December 31, 2006, which work shall be conducted by the Company under the direction of a qualified geologist or project engineer, as follows:

-

$10,000 in expenditures on the Claims by June 1, 2005;

-

an additional $50,000 in expenditures on the Claims by  December 31, 2005; and

-

an additional $100,000 in expenditures on the Claims by December 31, 2006.

PALOMINE MINING INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2005

 (Stated in U.S. Dollars)

3.

MINERAL PROPERTY (Continued)

c)

Assessment Work

All Claim payments and assessment work required to keep the Claim and this Option in good standing during the term of this Agreement.

4.

SHARE CAPITAL

On September 8, 2004, the Company sold 2,000,000 shares of its common stock at $0.001 per share.  On October 4, 2004, the Company sold 1,200,000 shares of its common stock at $0.001 per share.  On October 26, 2004, the Company sold 1,000,000 shares of its common stock at $0.01 per share.  On October 29, 2004, the Company sold 100,000 shares of its common stock at $0.10 per share.

At January 31, 2005, there were no outstanding stock options or warrants.

5.

INCOME TAXES

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has incurred net operating losses of $6,240 which expire in 2025. Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured that it is more likely than not it will utilize the net operating losses carried forward in future years.

The components of the net deferred tax asset at January 31, 2005, and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

Net operating loss	$	6,240
Statutory tax rate		34%
Effective tax rate		-
Deferred tax asset	$	2,122
Valuation allowance		(2,122)
Net deferred tax asset	$	-

                         Changes In And Disagreements With Accountants on

                   Accounting and Financial Disclosure

We have had no changes in or disagreements with our accountants.

Until ______________, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

                                Part II

                Information Not Required In The Prospectus

Indemnification Of Directors And Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes (the “NRS”) and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

(1)

a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

(2)

a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

(3)

a transaction from which the director derived an improper

      personal profit; and

(4)

willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

(1)

such indemnification is expressly required to be made by

      law;

(2)

the proceeding was authorized by our Board of Directors;

(3)

such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or

(4)

such indemnification is required to be made pursuant to the

      bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request.  This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

Other Expenses Of Issuance And Distribution

Securities and Exchange Commission registration fee         $     27.07 Transfer Agent Fees                                         $  1,000.00

Accounting fees and expenses                                $  3,000.00

Legal fees and expenses                                     $  1,500.00

Edgar filing fees

                              $  1,500.00

                                                            -----------

Total                                                       $  7,027.07

                                                            ===========

                                                            ===========

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above.  No portion of these expenses will be borne by the selling shareholders.  The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Recent Sales of Unregistered Securities

We completed an offering of 2,000,000 shares of our common stock at a price of $0.001 per share to a total of two purchasers on September 8, 2004.  The total amount received from this offering was $2,000.  As part of this offering, we issued 1,000,000 shares of our common stock to Mr. Eugene N. Larabie and 1,000,000 shares to Mr. Barry Brown.  Mr. Larabie is our president, chief executive officer, secretary, treasurer and a director.  Mr. Brown is a director.

These shares were issued pursuant to Regulation S of the Securities Act.  Appropriate legends were affixed to the stock certificates representing these shares.

We completed an offering of 1,200,000 shares of our common stock at a price of $0.001 per share to a total of six purchasers on October 4, 2004.   The total amount received from this offering was $1,200.  We completed this offering pursuant to Regulation S of the Securities Act. The purchasers were as follows:

          Name of Shareholder              Number of Shares

          -----------------------          ----------------

          Jerold Bradley                       200,000

          William Campbell                     200,000

          Nazim Gillani                        200,000

          Deanna Sauve                         200,000

          Florence Brown                       200,000

          William S. Elston                    200,000

We completed an offering of 1,000,000 shares of our common stock at a price of $0.01 per share to a total of ten shareholders on October 26, 2004.  The total amount received from this offering was $10,000.  We completed this offering pursuant to Regulation S of the Securities Act.  The purchasers were as follows:

          Name of Shareholder              Number of Shares

          -----------------------          ----------------

          James Tong                           100,000

          M. O. David Sioson                    65,000

          Danilo K. Lacsamana                  130,000

          Maximino S. Sioson                    75,000

          Sze Wai Lee                          140,000

          S. W. Danny Tong                      65,000

          S. Y. Richard Tong                    80,000

          Linda Liu                            170,000

          A. Such Man Tong                     100,000

          Lai Chun Fung Tong                    75,000

We completed an offering of 100,000 shares of our common stock at a price of $0.10 per share to a total of 10 shareholders on October 29, 2004.  The total amount received from this offering was $10,000.  We completed this offering pursuant to Regulation S of the Securities Act.  The purchasers were as follows:

          Name of Shareholder              Number of Shares

          -----------------------          ----------------

          Chris Dowsley                          8,500  

          Jason Swan                            12,000

          Omer Sauve                             9,000

          Randall Pow                           15,000

          Kimberly O’Reily                       6,000

          Scott Schumacher                       9,000

          Ryan Swan                             10,000

          Jennifer Harrison                      7,500

          Sydney Wharton                        18,000

          Dana Tosoni                            5,000

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates nor any person on behalf of any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; and

We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if any law of any Canadian province prevents us from refusing to register securities transfers, other reasonable procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of Regulation S have been implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.

                                    Exhibits

Exhibit

Number    Description

  3.1     Articles of Incorporation

  3.2     Bylaws

  5.1     Legal opinion of Joseph I. Emas, with consent to use

 10.1     Mineral Property Option Agreement dated October 28, 2004

 23.1     Consent of Morgan & Company, Chartered Accountants

 23.2     Consent of Glen Macdonald, professional geologist

The undersigned registrant hereby undertakes:

1.     To file, during any period in which it offers or sells

       securities, a post-effective amendment to this registration

       statement to:

      (a)  include any prospectus required by Section 10(a)(3) of

           the Securities Act of 1933;

      (b)  reflect in the prospectus any facts or events which,

           individually or together, represent a fundamental

           change in the information set forth in this registration

           statement; and notwithstanding the forgoing, any increase or

           decrease in volume of securities offered (if the total

           dollar value of securities offered would not exceed that

           which was registered) and any deviation from the low or high

           end of the estimated maximum offering range may be reflected

           in the form of prospectus filed with the commission pursuant

           to Rule 424(b) if, in the aggregate, the changes in the

           volume and price represent no more than a 20% change in the

           maximum aggregate offering price set forth in the

           “Calculation of Registration Fee” table in the effective

           registration Statement; and      

      (c)  include any additional or changed material information on

           the plan of distribution.

2.     That, for the purpose of determining any liability under the

       Securities Act, each such post-effective amendment shall be

       deemed to be a new registration statement relating to the

       securities offered herein, and the offering of such securities

       at that time shall be deemed to be the initial bona fide

       offering thereof.

3.     To remove from registration by means of a post-effective

       amendment any of the securities being registered hereby which

       remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the

Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise,

we have been advised that in the opinion of the Securities and

Exchange Commission such indemnification is against public policy as

expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

                          Signatures

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, Province of British Columbia on March 21, 2005.

Palomine Mining Inc.

By:/s/ Eugene N. Larabie

                              ------------------------------

                              Eugene N. Larabie

                              President, Chief Executive Officer,                          

                              Principal Accounting Officer

                              Secretary, Treasurer and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

SIGNATURE               CAPACITY IN WHICH SIGNED

        DATE

/s/ Eugene N. Larabie   President, Chief Executive       March 21, 2005    

----------------------- Officer, Secretary, Treasurer,

Eugene N. Larabie       Principal Accounting Officer,

                        Principal Financial Officer

                        and Director

/s/ Barry Brown         Director

-----------------------                                  March 21, 2005

Barry Brown

EX-3.1

                                       ARTICLES OF INCORPORATION

                                                                   OF

                                                   PALOMINE MINING INC.

FIRST.   The name of the corporation is PALOMINE MINING INC.

SECOND.  The registered office of the corporation in the State of Nevada is located at 7151 West Lake Mead Boulevard, Suite 300 Las Vegas, Nevada, 89128.  The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designated by the Board of Directors or the By-Laws of the corporation.  The corporation may conduct all corporation business of every kind and nature outside the State of Nevada as well as within the State of Nevada.

THIRD. The objects for which this corporation is formed are to engage in any lawful activity,

FOURTH.  The total number of common stock authorized that may be issued by the Corporation is seventy five million (75,000,000) shares of stock with a par value of one tenth of one cent ($0.001) per share and no other class of stock shall be authorized.  The corporation may from time issued said shares for such consideration as the Board of Directors may fix.

FIFTH. The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this corporation, providing that the number of directors shall not be reduced to fewer than one (1).  The first Board of Directors shall be one (1) in number and the name and post office address of this Director is:

   Name:

Leah Finke

   Address:

7251 W. Lake Mead Blvd Suite 300

Las Vegas, NV 89128

SIXTH. The capital stock of the corporation, after the amount of the subscription price or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.

SEVENTH. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:

   Name:

Empire Stock Transfer Inc.

   Address:

7251 West Lake Mead Blvd., Suite 300

Las Vegas, Nevada, 89128

EIGHTH. The Resident Agent for this corporation shall be Empire Stock Transfer Inc. The address of the Resident Agent and the registered or statutory address of this corporation in the State of Nevada shall be: 7251 West Lake Mead Blvd., Suite 300, Las Vegas, Nevada, 89128.

NINTH. The corporation is to have perpetual existence.

TENTH.  The Board of Directors shall adopt the initial By-laws of the corporation.  The Board of Directors shall also have the power to alter, amend or repeal the By-laws, or to adopt new By-laws, except as otherwise may be specifically provided in the By-laws.

ELEVEN. No Director or Officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a Director or Officer involving any act or omission of any such Director or Officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director or Officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada  Revised Statutes.  Any repeal or modification of this Article by the Stockholders of the corporation shall be prospective only, and shall not adversely affect any limitations on the personal liability of a Director or Officer of the corporation for acts or omissions prior to such repeal or modification.

TWELVETH.  The corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, the undersigned, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this August 13, 2004.

                                                           /s/ Leah Finke

____________________________

Leah Finke

Incorporator

EX-3.2

BYLAWS

of

PALOMINE MINING INC.

(the "Corporation")

ARTICLE I:  MEETINGS OF SHAREHOLDERS

Section 1 - Annual Meetings

The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.

Section 2 - Special Meetings

Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.

Section 3 - Place of Meetings

Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.

Section 4 - Notice of Meetings

A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting.  Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.

Section 5 - Action Without a Meeting

Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required.  Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.

Section 6 - Quorum

a)

No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.

b)

Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.

c)

If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.

Section 7 - Voting

Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.

Section 8 - Motions

No motion proposed at an annual or special meeting need be seconded.

Section 9 - Equality of Votes

In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.

Section 10 - Dispute as to Entitlement to Vote

In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.

Section 11 - Proxy

a)

Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy.  A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney.  A proxyholder need not be a shareholder of the Corporation.

b)

A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting.  In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.

ARTICLE II:  BOARD OF DIRECTORS

Section 1 - Number, Term, Election and Qualifications

a)

The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors.  The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.

b)

The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors.  Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal.  Any Director may resign at any time upon written notice of such resignation to the Corporation.

c)

A casual vacancy occurring in the Board may be filled by the remaining Directors.

d)

Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected.  A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting.  So long as he or she is an additional Director, the number of Directors will be increased accordingly.

e)

A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.

Section 2 - Duties, Powers and Remuneration

a)

The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.

b)

The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

Section 3 - Meetings of Directors

a)

The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.

b)

The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit.  Questions arising at a meeting must be decided by a majority of votes.  In case of an equality of votes the chairman does not have a second or casting vote.  Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.

c)

A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation.  A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed.  Such Director will be counted in the quorum and entitled to speak and vote at the meeting.

d)

A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages.  It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.

e)

A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter.  After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director.  All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.

f)

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.

g)

The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.

h)

All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.

i)

A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held.  A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing.  A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.

j)

All Directors of the Corporation shall have equal voting power.

Section 4 - Removal

One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.

Section 5 - Committees

a)

The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution.  Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.

b)

Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require.  The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.

ARTICLE III:  OFFICERS

Section 1 - Number, Qualification, Election and Term of Office

a)

The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws.  The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable.  Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.

b)

The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

c)

Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.

Section 2 - Resignation

Any officer may resign at any time by giving written notice of such resignation to the Corporation.

Section 3 - Removal

Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

Section 4 - Remuneration

The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

Section 5 - Conflict of Interest

Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.

ARTICLE V:  SHARES OF STOCK

Section 1 - Certificate of Stock

a)

The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.

b)

Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation.  Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures.  If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock c ertificates in both capacities.  If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

c)

If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.

d)

Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

e)

If a share certificate:

(i)

is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;

(ii)

is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or

(iii)

represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.

Section 2 - Transfers of Shares

a)

Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney;  and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.

b)

The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 3 - Record Date

a)

The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.

b)

Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.

Section 4 - Fractional Shares

Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion.  At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine.  The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation.  In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders.  Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.

ARTICLE VI:  DIVIDENDS

a)

Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.

b)

Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:

(i)

a majority of the current shareholders of the class or series to be issued approve the issue; or

(ii)

there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.

ARTICLE VII:  BORROWING POWERS

a)

The Directors may from time to time on behalf of the Corporation:

(i)

borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,

(ii)

issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and

(iii)

mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).

b)

A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.

ARTICLE VIII:  FISCAL YEAR

The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.

ARTICLE IX:  CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors.  The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.

ARTICLE X:  AMENDMENTS

Section 1 - By Shareholders

All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.

Section 2 - By Directors

The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.

ARTICLE XI:  DISCLOSURE OF INTEREST OF DIRECTORS        

a)

A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.

b)

A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken.  The foregoing prohibitions do not apply to:

(i)

a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;

(ii)

a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;

(iii)

a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;

(iv)

determining the remuneration of the Directors;

(v)

purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or

(vi)

the indemnification of a Director by the Corporation.

c)

A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine.  No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.

d)

A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.

e)

A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.

ARTICLE XII:  ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT

The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada.  Such list shall be certified by an officer of the Corporation.

ARTICLE XIII:  INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

a)

The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation.  Each Director of the Corporation on being elected or appointed is deemed to have contra cted with the Corporation on the terms of the foregoing indemnity.

b)

The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation.  In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assista nt Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

c)

The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.

CERTIFIED TO BE THE BYLAWS OF:

PALOMINE MINING INC.

per:

/s/ Eugene Larabie

Eugene Larabie, Secretary

EX-5.1

Exhibit 5.1

OPINION AS TO LEGALITY

JOSEPH I. EMAS

ATTORNEY AT LAW

1224 Washington Avenue

Miami Beach, Florida 33139

(305) 531-1174

Facsimile: (305) 531-1274

March 21, 2005

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:  Palomine Mining Inc.

Ladies and Gentlemen:

As counsel for the Company, I have examined the Company’s certificate of incorporation, by-laws, and such other corporate records, documents and proceedings and such questions of laws I have deemed relevant for the purpose of this opinion, including but not limited to, Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws.  In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.

 I have also, as counsel for the Company, examined the Registration Statement (the “Registration Statement") of your Company on Form SB-2/A, covering the registration under the Securities Act of 1933 of up to 2,300,000 shares (the “Registered Shares”) by existing shareholders of the Company of the Company’s common stock (the “Common Stock”).

My review has also included the form of prospectus for the issuance of such securities (the "Prospectus") filed with the Registration Statement.

On the basis of such examination, I am of the opinion that:

1.

The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Nevada, with corporate power to conduct its business as described in the Registration Statement.

2.

The Company has an authorized capitalization of 75,000,000 shares of Common Stock, $0.001 par value and no shares of Preferred Stock.

3.

I am of the opinion that all of the Registered Shares are validly issued, fully paid and non-assessable pursuant to the corporate law of the State of Nevada (Chapter 78A of the Nevada Revised Statutes).

This opinion includes my opinion on Nevada law including the Nevada Constitution, all applicable provisions of Nevada statutes, and reported judicial decisions interpreting those laws.

I hereby consent to the use of my name in the Registration Statement and Prospectus and I also consent to the filing of this opinion as an exhibit thereto.

Very truly yours,

/s/ Joseph I. Emas

____________________________

JOSEPH I. EMAS, ESQUIRE

EX-10.1

MINERAL PROPERTY OPTION AGREEMENT

THIS AGREEMENT dated for reference October 28, 2004.

BETWEEN:

MAX BRADEN, of 3920 Ragged Ass Lane, Yellowknife, Northwest Territories, X1A 1Z7;

(the "Vendor")

OF THE FIRST PART

AND:

PALOMINE MINING INC., a body corporate, duly incorporated under the laws of Nevada and having an office at 595 Howe Street, Suite 507, Vancouver, British Columbia, V6C 2T5;

("Palomine")

OF THE SECOND PART

A.

Braden is the registered and beneficial owner of one mineral claim located approximately 80 miles northeast of Yellowknife, Northwest Territories known as the Gab claim (collectively, the "Claim"); and

B.

The parties have agreed that Braden will option the Claim to Palomine upon the terms and conditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:

1.

BRADEN'S REPRESENTATIONS

1.1

Braden represents and warrants to Palomine that:

(a)

Braden is the registered and beneficial owner of the mineral interests comprising the Claim and holds the right to explore and develop the Claim;

(b)

Braden, as beneficial owner of the Claim, holds the Claim free and clear of all liens, charges and claims of others, and Braden has free and unimpeded right of access to the Claim and has use of the Claim surface for the herein purposes;

(c)

The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the Northwest Territories and is in good standing in as of the date of this Agreement;

(d)

There are no adverse claims or challenges against or to Braden's ownership of or title to any of the Claim nor to the knowledge of the Vendor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Claim or any portion thereof; and

(e)

The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which it is bound or to which it is subject.

1.2

The representations and warranties of Braden set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which Palomine has relied in entering into this Agreement and shall survive the acquisition of any interest in the Claim by Palomine.

2.

PALOMINE'S REPRESENTATIONS

Palomine warrants and represents to Braden that it is a body corporate, duly incorporated under the laws of Nevada with full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.

3.

GRANT OF OPTION

Braden hereby gives and grants to Palomine the sole and exclusive right and option to acquire an 80% undivided right, title and interest in and to the Claim (the "Option") by performing the acts and deeds and paying the sums provided for in paragraph 4.

4.

OPTION OF CLAIMS

4.1

In order to keep the Option granted to Palomine in respect of the Claim in good standing and in force and effect, Palomine shall be obligated to:

Cash Payments

(a)

Pay to Braden $1,000.00 upon execution of this Agreement;

Exploration Expenditures

(b)

Provide funding of minimum cumulative expenditures for exploration and development work on the Claims in the following manner:

(i)

$10,000 of expenditures to be incurred, or caused to be incurred, by Palomine on the Claim by June 1, 2005; and

(ii)

No less than a further $50,000 of expenditures to be incurred, or caused to be incurred, by Palomine on the Claim by December 31, 2005; and

(iii)

No less than a further $100,000 of expenditures to be incurred, or caused to be incurred, by Palomine on the Claim by December 31, 2006;

Property Payments and Assessment Work

(c)

Pay, or cause to be paid, to Braden, or on Braden's behalf as Palomine may determine, all Claim payments and assessment work required to keep the Claim and this Option in good standing during the term of this Agreement.

5.

COVENANTS OF PALOMINE

Palomine shall perform all work on the Claim in a miner-like manner and shall comply with all laws, regulations and permitting requirements of Canada and the Northwest Territories including compliance with all:

(a)

environmental statutes, guidelines and regulations;

(b)

work permit conditions for lakes and streams; and

(c)

work restrictions relating to forest fire hazards.

6.

TERMINATION OF OPTION

6.1

Subject to paragraph 6.2, the Option shall terminate if Palomine fails to make the required cash payment or fails to complete assessment work in accordance with paragraph 4.1 herein within the time periods specified therein.

6.2

If Palomine shall be in default of any requirement set forth in paragraph 4.1 herein, Braden shall give written notice to Palomine specifying the default and Palomine shall not lose any rights granted under this Agreement, unless within 30 days after the giving of notice of default by Braden, Palomine has failed to take reasonable steps to cure the default by the appropriate performance.

6.3

If the Option is terminated in accordance with paragraphs 6.1 and 6.2 herein, Palomine shall have no interest in or to the Claim, and all expenditures and payments made by Palomine to or on behalf of Braden under this Agreement shall be non-refundable by the Braden to Palomine for which Palomine shall have no recourse.  

7.

ACQUISITION OF INTERESTS IN THE PROPERTY

At such time as Palomine has made the cash payment and exploration expenditures in accordance with paragraph 4.1 herein, within the time periods specified therein, then the Option shall be deemed to have been exercised by Palomine, and Palomine shall have thereby, without any further act, acquired an undivided 80% interest in and to the Claim.  Upon the exercise of the Option, Braden shall transfer title to the Claim to Palomine.

8.

RIGHT OF ENTRY

For so long as the Option continues in full force and effect, Palomine, its employees, agents, permitted assigns and independent contractors shall have the sole and exclusive right and option to:

(a)

enter upon the Claim;

(b)

have exclusive and quiet possession of the Claim;

(c)

incur expenditures;

(d)

bring upon and erect upon the Claim such mining facilities as Palomine may consider advisable; and

(e)

remove from the Claim and sell or otherwise dispose of mineral products.

9.

OPERATOR

After the execution of this Agreement, Palomine, or at Palomine's option, its respective associate or nominee or such other unrelated entity as it may determine, will act as the operator of the Claim under this Agreement.  Palomine, if operator, may resign as the operator at any time by giving 30 calendar days prior written notice to Braden, and within such 30 day period, Palomine may appoint another party who covenants to act as the operator of the Claim upon such terms as Palomine sees fit.

10.

POWER AND AUTHORITY OF THE OPERATOR

After the execution of this Agreement, the Operator shall have full right, power and authority to do everything necessary or desirable in connection with the exploration and development of the Claim and to determine the manner of operation of the Claim as a mine.

11.

FURTHER ASSURANCES

The parties hereto agree to do or cause to be done all acts or things necessary to implement and carry into effect the provisions and intent of this Agreement.

12.

FORCE MAJEURE

If Palomine is prevented from or delayed in complying with any provisions of this Agreement by reasons of strikes, labour disputes, lockouts, labour shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond the control of Palomine, the time limited for the performance of the various provisions of this Agreement as set out above shall be extended by a period of time equal in length to the period of such prevention and delay, and Palomine, insofar as is possible, shall promptly give written notice to Braden of the particulars of the reasons for any prevention or delay under this section, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice to Braden as soon as such cause ceases to exist.

13.

CONFIDENTIAL INFORMATION

No information furnished by Palomine to Braden hereunder in respect of the activities carried out on the Claims by Palomine, or related to the sale of mineral products derived from the Claims, shall be published by Braden without the prior written consent of Palomine, but such consent in respect of the reporting of factual data shall not be unreasonably withheld.

14.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties hereto with respect to the subject matter of this Agreement.

15.

NOTICE

15.1

Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered by facsimile, or sent by registered mail, in the case of Braden addressed as follows:

Max Braden

3920 Ragged Ass Lane

Yellowknife, NWT, X1A 1Z7

and in the case of Palomine addressed as follows:

Palomine Mining Inc.

595 Howe Street, Suite 507

Vancouver, British Columbia,

V6C 2T5

and any notice given as aforesaid shall be deemed to have been given, if delivered by facsimile, when transmitted, or if mailed, on the second business day after the date of mailing.

15.2

Either party hereto may from time to time by notice in writing change its address for the purpose of this section.

16.

RELATIONSHIP OF PARTIES

Nothing contained in this Agreement shall, except to the extent specifically authorized hereunder, be deemed to constitute either party hereto a partner, agent or legal representative of the other party.

17.

TIME OF ESSENCE

Time shall be of the essence of this Agreement.

18.

TITLES

The titles to the respective sections hereof shall not be deemed a part of this Agreement but shall be regarded as having been used for convenience only.

19.

CURRENCY

All funds referred to under the terms of this Agreement shall be funds designated in the lawful currency of the United States of America.

20.

APPLICABLE LAW

For all purposes, this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the State of Nevada.

21.

ENUREMENT

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

22.

ASSIGNMENT

This agreement may be assigned by either party hereto with the written consent of the other party which consent shall not be unreasonably withheld.

IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.

PALOMINE MINING INC.

/s/ Max Braden

PER:  /s/ Barry Brown

______________________________

______________________________

Max Braden

Authorized Signatory

SCHEDULE "A"

TO THAT CERTAIN AGREEMENT MADE AS OF OCTOBER 28, 2004

BETWEEN MAX BRADEN AND

PALOMINE MINING INC.

Claim Name

Recording Date

Expiry Date

Gab

May 28, 2003

May 28, 2005

EX-23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the use in the Registration Statement of Palomine Mining Inc. on Form SB-2 of our Independent Auditors’ Report, dated March 7, 2005, on the balance sheet of Palomine Mining Inc. as at January 31, 2005, and the related statements of operations, cash flows, and stockholders’ equity for the period from August 13, 2004 (date of inception) to January 31, 2005.

In addition, we consent to the reference to us under the heading “Experts and Legal Counsel” in the Registration Statement.

Vancouver, Canada                                                                       /s/ Morgan & Company

March 21, 2005

Chartered Accountants

EX-23.2

Exhibit 23.2

Consent Of Geological Consultant

March 18, 2005

I hereby consent to the inclusion and reference of my report dated December 15, 2004, entitled "Summary Geology Report on the Gab Property, Cross Lake Area, South Mining Distinct, Northwest Territories” in the Registration Statement on Form SB-2 filed by Palomine Mining Inc. with the United States Securities and Exchange Commission.  I confirm that I have reviewed Palomine Mining Inc.’s summary of my geological report in its registration statement and concur will its contents.  I also consent to the inclusion of my name as an expert in Palomine Mining Inc.’s registration statement and the filing of this consent as an exhibit to its registration statement.

/s/ Glen Macdonald

----------------------------

Glen Macdonald

Professional Geologist