20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

Amendment No. 2

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

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

For the fiscal year ended January 31, 2006

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

For the transition period from ______________ to ___________________

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

Date of event requiring this shell company report______________

Commission File Number 0-15688

CORAL GOLD RESOURCES LTD.

(Exact name of Company as specified in its charter)

A CORPORATION FORMED UNDER THE LAWS OF BRITISH COLUMBIA, CANADA

(Jurisdiction of Incorporation or Organization)

455 Granville Street, Suite 400

Vancouver, British Columbia V6C 1T1, Canada

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:  NONE

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

Common Shares, without Par Value

(Title of Class)

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

The number of outstanding Common Shares as of January 31, 2006 was 5,106,266.

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [X] Yes  [ ] No

Indicate by check mark which financial statement item the Company has elected to follow.

Item 17  [X]                                           Item 18  [   ]

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[   ] Yes  [X] No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  [   ] Yes  [X] No

*Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.  (Check on):

Large Accelerated File [   ]                                                      Accelerated Filer [   ]                                           Non-Accelerated Filer [X ]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]  No [X ]

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)

Indicate by check mark whether the Company has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  NOT APPLICABLE

TABLE OF CONTENTS

Item	Page
Glossary of Technical Terms	2
Introduction	3
Forward-looking Statements	3
Currency	3
Cautionary Note	4
Part I	4
Item 1.                 Identity of Directors, Senior Management and Advisors	4
Item 2.                 Offer Statistics and Expected Timetable	4
Item 3.                 Key Information	4
Item 4.                 Information on the Company	11
Item 5.                 Operating and Financial Review and Prospects	27
Item 6.                 Directors, Senior Management and Employees	32
Item 7.                 Major Shareholders and Related Party Transactions	39
Item 8.                 Financial Information	41
Item 9.                 The Offer and Listing	41
Item 10.               Additional Information	43
Item 11.               Quantitative and Qualitative Disclosures About Market Risk	49
Item 12.               Description of Securities Other than Equity Securities	49
Item 13.               Defaults, Dividend Arrearages and Delinquencies	49
Part II	49
Item 14.               Material Modifications to the Rights of Security Holders and Use of Proceeds	49
Item 15.               Controls and Procedures	50
Item 16A.           Audit Committee Financial Report	50
Item 16B.            Code of Ethics	50
Item 16C.            Principal Accountant Fees and Services	50
Item 16D.            Exemptions from the Listing Standards for Audit Committees	51
Item 16E.             Purchases of Equity Securities by the Issuer and Affiliated Purchasers	51
Part III	51
Item 17.               Financial Statements	51
Item 18.               Financial Statements	52
Item 19.               Exhibits	52

Exhibits

Certification of Principal Executive Officer	12.1
Certification of Principal Financial Officer	12.2
Certification 906	13.1
Consent of Expert	13.2

1

GLOSSARY OF TECHNICAL TERMS
au	The elemental symbol for gold.
chalcopyrite	Copper sulphide mineral.
chert	A rock resembling flint and consisting essentially of crypto-crystalline quartz or fibrous chalcedony.
cretaceous	The geologic period extending from 135 million to 65 million years ago.
epidote	Calcium, aluminum, iron silicate mineral commonly occurring in hydrothermally altered carbonate-bearing rocks.
fault	A fracture in a rock where there has been displacement of the two sides.
grade	The concentration of each ore metal in a rock sample, usually given as weight percent.  Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t or gpt) or ounces per ton (oz/t).  The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.
GSR	Payment of a percentage of gross mining profits commonly known as gross smelter return royalty.
hydrothermal	Hot fluids, usually mainly water, in the earth's crust which may carry metals and other compounds in solution to the site of ore deposition or wall rock alteration.
intrusive	A rock mass formed below earth's surface from magma which has intruded into a pre-existing rock mass.
lode claim	A mining claim on an area containing a known vein or lode.
mineralization	Usually implies minerals of value occurring in rocks.
net smelter or NSR Royalty	Payment of a percentage of net mining profits after deducting applicable smelter charges.
placer claim	A mining claim located upon gravel or ground whose mineral contents are extracted by the use of water, by sluicing, hydraulicking, etc.
porphyry	Rock type with mixed crystal sizes, i.e. containing larger crystals of one or more minerals.
pyrrhotite	A bronze coloured mineral of metallic lustre that consists of ferrous sulphide and is attracted by a magnet.
pyrite	Iron sulphide mineral.
quartz	Silica or SiO2, a common constituent of veins, especially those containing gold and silver mineralization.
silification	A process of fossilization whereby the original organic components of an organism are replaced by silica, as quartz, chalcedony, or opal.
sulfidation	In conditioning a flotation pulp, addition of soluble alkaline sulfides in aqueous solution to produce a sulfide-metal layer on an oxidized ore surface.
veins	The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.

2

Introduction

The Company was organized under the Company Act of the Province of British Columbia, Canada on January 22, 1981 under the name of Carol Energy Corporation, which name was changed to Coral Energy Corporation on March 3, 1982, and to Coral Gold Corp. on September 9, 1987.  On September 14, 2004, the Company changed its name to Coral Gold Resources Ltd. in conjunction with a 10 to 1 share consolidation.  The principal executive office of the Company is located at 455 Granville Street, Suite 400, Vancouver, British Columbia, V6C 1T1, and it telephone number is 604-682-3701.

In this annual report on Form 20-F, which we refer to as the "Annual Report", except as otherwise indicated or as the context otherwise requires, the "Company", "we" or "us" refers to Coral Gold Resources Ltd.

This Form 20-F/A is being filed by Coral Gold Resources Ltd. as Amendment No.2 to its annual report on Form 20-F filed on July 31, 2006 and Amendment No. 1 filed on June 29, 2007.  The purpose of this Amendment No. 2 is to provide further disclosure under Item 3.A "Selected Financial Data", respecting the reconciliation between Canadian generally accepted accounting principles and United States generally accepted accounting principles, referred to respectively as "Canadian GAAP" and "U.S. GAAP" insofar as they relate to accounting for income taxes. Except to reflect the changes described above, this Amendment No. 2 does not, and does not purport to, modify or update the disclosure contained in the annual report on Form 20-F.

You should rely only on the information contained in this Annual Report.  We have not authorized anyone to provide you with information that is different.  The information in this Annual Report may only be accurate on the date of this Annual Report or on or as at any other date provided with respect to specific information.

Forward-Looking Statements

The following discussion contains forward-looking statements regarding events and financial trends, which may affect the future operating results and financial position of Coral Gold Resources, Ltd., formerly known as Coral Gold Corp. (the “Company”, or alternatively, “Coral”).  Such statements are subject to risks and uncertainties that could cause the Company’s actual results and financial position to differ materially from those anticipated in the forward-looking statements.  These factors include, but are not limited to, the factors set forth in the sections entitled “Risk Factors” in Item 3.D and “Operating and Financial Review and Prospects” at Item 5.

This annual report on Form 20-F, which we refer to as the “Annual Report”, except as otherwise indicated or as the context otherwise requires, “we” or “us” refers to the Company.

You should rely only on the information contained in this Annual Report.  We have not authorized anyone to provide you with information that is different.  The information in this Annual Report may only be accurate on the date of this Annual Report or on or as at any other date provided with respect to specific information.

Currency

Unless otherwise indicated in this Annual Report, all references to "Canadian Dollars", "CDN$", "dollars" or "$" are to the lawful currency of Canada and all references to "U.S. Dollars", or "US$" are to the lawful currency of the United States.

3

Cautionary Note to United States Investors concerning Estimates of Measured, Indicated and Inferred Resources

This Annual Report uses the terms “measured resources” and “indicated resources”.  The Company advises United States investors that while those terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them.  United States investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves.

This Annual Report uses the term "inferred resources".  We advise United States investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.  "Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.  United States investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally minable.

Part I

Item 1.  Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2.  Offer Statistics and Expected Timetable

Not applicable.

Item 3.  Key Information

A.           Selected Financial Data

The selected historical financial information presented in the table below for each year ended January 31, 2006, 2005, 2004, 2003 and 2002, is derived from the audited consolidated financial statements of the Company.  The audited consolidated financial statements and notes for each year in the three year period ended January 31, 2006, 2005 and 2004 are included in this Annual Report.  The selected historical financial information for each year ended January 31, 2003 and 2002, presented in the table below are derived from financial statements of the Company that are not included in this Annual Report.  The selected financial information presented below should be read in conjunction with the Company’s financial statements and the notes thereto (Item 17) and the Operating and Financial Review and Prospects (Item 5) included elsewhere in this Annual Report.

The selected financial data has been prepared in accordance with Canadian GAAP.  The consolidated financial statements included in Item 17 in this filing are also prepared under Canadian GAAP.  Note 19 of the financial statements, included with this Annual Report contains a reconciliation between Canadian and U.S. GAAP, which differ in respect to the recording of the writedown of deferred exploration expenditures, mineral property acquisition costs, changes in gains or losses of marketable securities, proceeds of interests deposed of, deferred exploration expenditures and recognition of compensation expense upon the issuance of stock options.

In this Annual Report, all dollars are expressed in Canadian dollars unless otherwise stated.

4

Canadian GAAP	Year ended January 31,
Operations	2006 restated(1)			2005 restated(1)			2004 restated(1)			2003 restated(1)			2002
Revenue	$	-		$	-		$	-		$	-		$	-
Expense
General and Administrative		2,301,983			866,085			640,502			538,893			244,071
Net Income (Loss)		(2,263,288	)		(983,665	)		(539,814	)		(3,464,543	)		(1,128,401	)
Net Income (Loss) Per Share		(0.47	)		(0.21	)		(0.15	)		(1.23	)		(0.54	)
Weighted Average Number of Shares Issued		4,789,881			4,629,892			3,686,398			2,805,433			2,095,913

	As at January 31,
Balance Sheet	2006 restated(1)		2005 restated(1)		2004 restated(1)		2003 restated(1)			2002
Working Capital		36,519		1,400,605		2,601,586		(14,178	)		356,553
Total Assets		11,385,912		10,737,683		10,896,355		8,888,094			6,564,304
Liabilities		3,711,170		2,761,897		2,655,857		3,096,043			477,095
Shareholders’ Equity		7,674,742		7,975,786		8,240,498		5,792,051			6,087,209

_______________________________

⁽¹⁾ See Note 2 of the Company's Financial Statements included elsewhere in this Annual Report (Item 17).

U.S. GAAP	Year Ended January 31,
Operations	2006 restated(1)			2005 restated(1)			2004 restated(1)			2003 restated(1)			2002
Revenue	$	-		$	-		$	-		$	-		$	-
Loss for year under Canadian GAAP		(2,263,288	)		(983,665	)		(539,814	)		(3,464,543	)		(1,128,401	)
Adjustments:
Deferred exploration expenditures		(584,880	)		(897,908	)		(420,054	)		(1,351,302	)		(196,909	)
Future income taxes		187,865			262,275			136,379			2,708,544			-
Foreign exchange gain		(214,051	)		(157,429	)		(350,161	)		-			-
Stock based compensation		-			-			-			(60,000	)		-
Writedown of deferred exploration expenditures		-			-			4,968			10,389			70,019
Writedown of mineral property acquisition costs		-			-			-			-			700,000
Change in unrealized (gain) loss of marketable securities		-			-			-			22,686			96,488
Proceeds of interest deposed of		-			-			-			56,681			-
Net loss for the year under U.S. GAAP		(2,874,354	)		(1,776,727	)		(1,168,682	)		(2,075,545	)		(458,803	)
Unrealized gain (loss) on investment securities		(14,581	)		5,771			-			-			-
Net comprehensive loss for the year per U.S. GAAP		(2,888,935	)		(1,770,956	)		(1,168,682	)		(2,075,545	)		(458,803	)
Comprehensive loss per share under U.S. GAAP		(0.60	)		(0.38	)		(0.32	)		(0.74	)		(0.22	)

5

	As at January 31,
Balance Sheet	2006 restated(1)			2005 restated(1)			2004 restated(1)			2003 restated(1)			2002
Total assets under Canadian GAAP		11,385,912			10,737,683			10,896,355			8,888,094			6,564,304
Adjustments		(9,065,945	)		(8,466,484	)		(6,682,435	)		(6,311,896	)		(5,075,070	)
Total assets under US GAAP		2,319,967			2,271,199			4,213,920			2,576,198			1,489,234
Total equity under Canadian GAAP		7,674,742			7,975,786			8,240,498			5,792,051			6,087,209
Adjustments		(6,492,523	)		(5,866,876	)		(5,008,940	)		(4,450,717	)		(5,075,070	)
Total equity under US GAAP		1,182,219			2,108,910			3,231,558			1,341,334			1,012,139

________________________________

⁽¹⁾ See Note 2 of the Company's consolidated Financial Statements included elsewhere in this Annual Report (Item 17).

Future Income Taxes

Under Canadian GAAP, the Company is required to record a future income tax liability and future income tax expense related to the temporary timing differences between the book value of mineral resource properties under Canadian GAAP and its tax basis.  Under U.S. GAAP, costs incurred for exploration of mineral resource properties have been expensed.

An immaterial temporary timing difference does exist between the book value of mineral resource properties under U.S. GAAP and its tax basis, which gives rise to a future income tax asset.  Because a full valuation allowance has been applied against this temporary timing difference, there is no net temporary timing difference recognized under U.S. GAAP.  This results in a reconciling item between Canadian GAAP and U.S. GAAP.

Foreign Exchange

The Company has recorded a future income tax liability under Canadian GAAP related to the temporary timing difference between the book value of mineral resource properties under Canadian GAAP and its tax basis.  The majority of the Company’s foreign exchange changes under Canadian GAAP relate to this future income tax liability.  Under U.S. GAAP, costs incurred for exploration of mineral resource properties have been expensed.

An immaterial temporary timing difference does exist between the book value of mineral resource properties under U.S. GAAP and its tax basis, which gives rise to a future income tax asset.  Because a full valuation allowance has been applied against this temporary timing difference, there is no net temporary timing difference recognized under U.S. GAAP.  And because there is no net temporary timing difference recognized under U.S. GAAP, there is no related foreign exchange gain or loss.  The result is the amount of the foreign exchange changes related to the future income tax liability under Canadian GAAP becomes a reconciling item to arrive at the loss for the period under U.S. GAAP.

Exchange Rates

The following table sets forth information as to the period end, average, the high and the low exchange rate for Canadian Dollars and U.S. Dollars for the periods indicated based on the noon buying rate in New York City for cable transfers in Canadian Dollars as certified for customs purposes by the Federal Reserve Bank of New York (Canadian dollar = US$1).

6

Year Ended January 31,	Average	Period End	High	Low
2002	1.5568	1.5915	1.6128	1.4933
2003	1.5655	1.5286	1.6112	1.5108
2004	1.3803	1.3265	1.5315	1.2690
2005	1.2961	1.2396	1.3970	1.1775
2006	1.2061	1.1436	1.2703	1.1436

The following table sets forth the high and low exchange rate for the past six months.  As of July 11, 2006, the exchange rate was CDN$1.1339 for each US$1.

Month	High		Low
January 2006		1.1726		1.1436
February 2006		1.1577		1.1379
March 2006		1.1722		1.132
April 2006		1.1718		1.1203
May 2006		1.1232		1.0989
June 2006		1.1241		1.0991

B. Capitalization and Indebtedness

Not Applicable.

C.           Reasons for the Offer and Use of Proceeds

Not Applicable.

D.           Risk Factors

In addition to the other information presented in this Annual Report, the following should be considered carefully in evaluating the Company and its business.  This Annual Report contains forward-looking statements that involve risk and uncertainties.  The Company’s actual results may differ materially from the results discussed in the forward-looking statements.  Factors that might cause such a difference include, but are not limited to, those discussed below and elsewhere in this Annual Report.

We will be required to raise additional capital to mine our properties.  The Company is currently in the exploration stage of its properties.  If the Company determines based on its most recent information that it is feasible to begin operations on its properties, the Company will be required to raise additional capital in order to develop and bring the properties into production.  The Company can make no assurance that it will be able to raise sufficient capital to meet such requirements.

The commercial quantities of ore cannot be accurately predicted.  Whether an ore body will be commercially viable depends on a number of factors including the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as mineral prices and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in a mineral deposit being unprofitable.

The mining industry is highly speculative and involves substantial risks. The mining industry, from exploration, development and production is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production.  The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and  government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection.  The combination of such factors may result in the Company not receiving an adequate return on investment capital.

7

The Company’s properties are all at the exploration stage and have no proven reserves. All of the Company's properties are in the exploration stage only and are without a known body of ore. If the Company does not discover a body of ore in its properties, the Company will search for other properties where it can continue similar work.

The Company’s mineral exploration efforts may be unsuccessful. Despite exploration work on its mineral claims, no known bodies of commercial ore or economic deposits have been established on any of the Company’s properties.  In addition, the Company is at the exploration stage on all of its properties and substantial additional work will be required in order to determine if any economic deposits occur on the Company’s properties. Even in the event commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production.  Finding mineral deposits is dependent on a number of factors, including the technical skill of exploration personnel involved.  The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices.

Competition for mineral land.  There is a limited supply of desirable mineral lands available for acquisition, claim staking or leasing in the areas where the Company contemplates expanding its operations and conducting exploration activities.  Many participants are engaged in the mining business, including large, established mining companies.  Accordingly, there can be no assurance that the Company will be able to compete successfully for new mining properties.

Uncertainty of exploration and development programs.  The Company's profitability is significantly affected by the costs and results of its exploration and development programs.  As mines have limited lives based on proven and probable mineral reserves, the Company actively seeks to expand its mineral reserves, primarily through exploration, development and strategic acquisitions.  Exploration for minerals is highly speculative in nature, involves many risks and is frequently unsuccessful.  Among the many uncertainties inherent in any gold and silver exploration and development program are the location of economic ore bodies, the development of appropriate metallurgical processes, the receipt of necessary governmental permits and the construction of mining and processing facilities.  Assuming the discovery of an economic deposit, depending on the type of mining operation involved, several years may elapse from the initial phases of drilling until commercial operations are commenced and, during such time, the economic feasibility of production may change.  Accordingly, the Company's exploration and development programs may not result in any new economically viable mining operations or yield new mineral reserves to expand current mineral reserves.

Licenses and permits.  The operations of the Company require licenses and permits from various governmental authorities.  The Company believes that it holds all necessary licenses and permits under applicable laws and regulations and believes that it is presently complying in all material respects with the terms of such licenses and permits.  However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that the Company will be able to obtain or maintain all necessary licenses and permits as are required to explore and develop its properties, commence construction or operation of mining facilities and properties under exploration or development or to maintain continued operations that economically justify the cost.

Litigation.  Although the Company is not currently subject to litigation, it may become involved in disputes with other parties in the future which may result in litigation.  Any litigation could be costly and time consuming and could divert our management from our business operations.  In addition, if the Company is unable to resolve any litigation favorably, it may have a material adverse impact on the Company's financial performance, cash flow and results of operations.

8

Acquisitions.  The Company undertakes evaluations of opportunities to acquire additional mining properties.  Any resultant acquisitions may be significant in size, may change the scale of the Company's business, and may expose the Company to new geographic, political, operating, financial and geological risks.  The Company's success in its acquisition activities depends on its ability to identify suitable acquisition candidates, acquire them on acceptable terms, and integrate their operations successfully.  Any acquisitions would be accompanied by risks, such as a significant decline in the price of gold or silver, the ore body proving to be below expectations, the difficulty of assimilating the operations and personnel of any acquired companies, the potential disruption of the company's ongoing business, the inability of management to maximize the financial and strategic position of the Company through the successful integration of acquired assets and businesses, the maintenance of uniform standards, controls, procedures and policies, the impairment of relationships with customers and contractors as a result of any integration of new management personnel and the potential unknown liabilities associated with acquired mining properties.  In addition, the Company may need additional capital to finance an acquisition.  Historically, the Company has raised funds through equity financing and the exercise of options and warrants.  However, the market prices for natural resources are highly speculative and volatile.  Accordingly, instability in prices may affect interest in resource properties and the development of and production from such properties that may adversely affect the Company's ability to raise capital to acquire and explore resource properties. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

Limited Ability to Raise Capital Without Incurring a Change of Control.  The Company entered into a subscription agreement with Robert McEwen, which provides, among other things, that, for a period of two years following the closing of the acquisition of the common shares, if at any time subsequent to the closing of the acquisition of such common shares, Mr. McEwen owns not less than 10% of the issued and outstanding common shares of the Company (assuming the exercise of any warrants held by Mr. McEwen), then Mr. McEwen shall have a right of first refusal to participate in any future financings of the Company.  This right of first refusal may adversely affect the Company’s ability to raise capital and/or could cause a change in control of the Company.

Conflict of interest.  Certain directors and officers of the Company are officers and/or directors of, or are associated with, other natural resource companies that acquire interests in mineral properties.  Such associations may give rise to conflicts of interest from time to time.  The directors are required by law, however, to act honestly and in good faith with a view to the best interests of the Company and its shareholders and to disclose any personal interest which they may have in any material transaction which is proposed to be entered into with the Company and to abstain from voting as a director for the approval of any such transaction.

Uncertainty of continuing as a going concern.  The continuation of the Company and the recoverability of mineral property costs depends upon its ability to discover economically recoverable mineral reserves, attain profitable operations and generate cash flow from operations and/or to raise equity capital through the sale of its securities.  The Company's financial statements do not include the adjustments that would be necessary if the Company were unable to continue as a going concern.

Limited and volatile trading volume.  Although the Company's common shares are listed on the TSX Venture Exchange, referred to as the "TSX-V" and the Frankfurt Stock Exchange and the Berlin-Bremen Stock Exchange, referred to as the "FSE", and quoted in the United States on the Over the Counter Bulletin Board, referred to as the "OTCBB", the volume of trading has been limited and volatile in the past and is likely to continue to be so in the future, reducing the liquidity of an investment in the Company's common shares and making it difficult for investors to readily sell their shares in the open market.  Without a liquid market for the Company's common shares, investors may be unable to sell their shares at favorable times and prices and may be required to hold their shares in declining markets or to sell them at unfavorable prices.

9

Volatility of share price.  In recent years, securities markets in Canada have experienced a high level of price volatility.  The market price of many resource companies, particularly those, like the Company, that are considered speculative exploration companies, have experienced wide fluctuations in price, resulting in substantial losses to investors who have sold their shares at a low price point.  These fluctuations are based only in part on the level of progress of exploration, and can reflect general economic and market trends, world events or investor sentiment, and may sometimes bear no apparent relation to any objective factors or criteria.  During the 2006 fiscal year, the Company's common share price fluctuated on the TSX-V between a low of $0.99 and a high of $4.17.  Subsequent to the 2006 fiscal year, the Company's common share price has fluctuated between a low of $3.19 and a high of $6.99.  Significant fluctuations in the Company's common share price is likely to continue, and could potentially increase in the future.

Difficulty for United States investors to effect service of process against the Company.  The Company is incorporated under the laws of the Province of British Columbia, Canada.  Consequently, it will be difficult for United States investors to affect service of process in the United States upon the directors or officers of the Company, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended.  The majority of the Company's directors and officers are residents of Canada.  A judgment of a United States court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the United States court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter.  There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities.

We have incurred net losses since our inception and expect losses to continue.  We have not been profitable since our inception.  For the fiscal year ended January 31, 2006, we had a net loss of $2,263,288 and an accumulated deficit on January 31, 2006 of $25,373,768.  As the Company is currently at the exploration stage and has no reserves of precious metals, management expects the Company to continue to suffer net losses for the foreseeable future.

There are no assurances that we will discover minerals on a commercially viable basis.  The Company’s ability to generate revenues and profits is expected to occur through exploration, development and production of its existing properties as well as through acquisitions of interests in new properties.  Substantial expenditures will be incurred in an attempt to establish the economic feasibility of mining operations by identifying mineral deposits and establishing ore reserves through drilling and other techniques, developing metallurgical processes to extract metals from ore, designing facilities and planning mining operations.  The economic feasibility of a project depends on numerous factors, including the cost of mining and production facilities required to extract the desired minerals, the total mineral deposits that can be mined using a given facility, the proximity of the mineral deposits to a user of the minerals, and the market price of the minerals at the time of sale.  There is no assurance that existing or future exploration programs or acquisitions will result in the identification of deposits that can be mined profitably.

The Company's exploration activities are subject to various federal, state and local laws and regulations. Laws and regulations govern the exploration, development, mining, production, importing and exporting of minerals; taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and other matters.  In many cases, licenses and permits are required to conduct mining operations.  Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a substantial adverse impact on the Company.  Applicable laws and regulations will require the Company to make certain capital and operating expenditures to initiate new operations.  Under certain circumstances, the Company may be required to stop its exploration activities once it is started until a particular problem is remedied or to undertake other remedial actions.

Market price is highly speculative.  The market prices of metals are highly speculative and volatile. Instability in metal prices may affect the interest in mining properties and the exploration, development and production of such properties. If gold prices substantially decline, this may adversely affect the Company’s ability to raise capital to explore for existing and new mineral properties.

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The Company operates in a highly competitive industry.  The Company competes with other developmental resource companies which have similar operations, and many competitors have operations and financial resources and industry experience greater than those of the Company. The Company may encounter increasing competition from other mining companies in its efforts to acquire mineral properties and hire experienced resource industry professionals.  Increased competition in our business could adversely affect our ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

Penny stock rules may make it more difficult to trade the Company’s common shares.  The Securities and Exchange Commission has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less than US$5.00 per share or an exercise price of less than US$5.00 per share, subject to certain exceptions.  Our securities may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors such as institutions with assets in excess of US$5,000,000 or an individual with net worth in excess of US$1,000,000 or annual income exceeding US$200,000 or US$300,000 jointly with his or her spouse.  For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchaser’s written agreement of the transaction prior to the sale.  Consequently, the rule may affect the ability of broker-dealers to sell our securities and also affect the ability of our investors to sell their shares in the secondary market.

The Company is subject to foreign currency fluctuations. The Company operates in more than one country and the Company's functional currency is the Canadian Dollar.  The Company's offices are located in Canada, all of its mining exploration properties are located in United States, and the Company’s financial results are reported in Canadian Dollars. The Company's currency fluctuation exposure is primarily to the U.S. Dollar and the Canadian Dollar. The Company reported a foreign exchange gain of $193,650 in fiscal 2006.  The Company does not use derivative financial instruments for speculative trading purposes, nor does the Company hedge its foreign currency exposure to manage the Company's foreign currency fluctuation risk.  Fluctuations in and among the various currencies in which the Company operates could have a material effect on the Company’s operations and its financial results.

Item 4.  Information on the Company

A.           History and Development of the Company

The Company was organized under the Company Act of the Province of British Columbia, Canada on January 22, 1981 under the name of Carol Energy Corporation, which name was changed to Coral Energy Corporation on March 3, 1982, and to Coral Gold Corp. on September 9, 1987.  On September 14, 2004, the Company changed it name to Coral Gold Resources Ltd in conjunction with a 10 to 1 share consolidation.  The principal executive office of the Company is located at 455 Granville Street, Suite 400, Vancouver, British Columbia V6C 1T1, and its telephone number is 604-682-3701.

We are a natural resource company primarily engaged in the exploration and development of natural resource properties.  Our principal business activities have been the exploration of certain mineral properties located in the States of Nevada and California.  Since fiscal 2004, we have made aggregate principal capital expenditures of $2,936,348 on our properties known as the Robertson Mining Claims located in the State of Nevada.  The Robertson Mining Claims comprise three separate claim groups known as: (i) the Robertson Property; (ii) the Carve Out Claims, and (iii) the Norma Sass and Ruf Claims.  Of the aggregate capital expenditures of $2,936,348,$2,894,520 was spent on the Robertson Property and $41,829 was spent on the Norma Sass and Ruf Claims.

On March 5, 2006, the Company received a notice of intention by U.S. Gold Corporation, referred to as "U.S. Gold", to acquire all of the Company’s outstanding common shares.  The notice of intention was received from Robert McEwen, Chairman and Chief Executive Officer of U.S. Gold.  Under the proposal, U.S. Gold would offer 0.63 shares of U.S. Gold common stock for each outstanding common share of the Company.  A formal offer has not been made as at the record date of this Annual Report.

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A special committee of the board of directors of the Company was established to deal with U.S. Gold’s unsolicited offer.

The special committee selected Roman Friedrich & Company Ltd. of Vancouver to act as its financial adviser, to assist in responding to U.S. Gold’s unsolicited offer and to investigate other alternatives that may be available to maximize shareholder value.

The special committee will fully consider the U.S. Gold offer once it is formally made and will provide its recommendations regarding the offer, or any alternative transaction, to the board of directors in due course. The ultimate recommendation of the board of directors will, thereafter, be communicated to shareholders.

B.           Business Overview

Presently, the Company’s principal business activity is the exploration of mineral properties.  The Company is in the process of exploring its mineral properties and has not yet determined whether its mineral properties contain ore reserves that are economically recoverable. There is no assurance that a commercially viable mineral deposit exists on any of the Company's properties, and future exploration will be required before final evaluation as to the economic and legal feasibility is determined.

The Company’s mining claims are located in the states of Nevada and California in the United States.  The Company’s present principal exploration activities have been focused on the Robertson Mining Claims located in Crescent Valley, Nevada.  Please see Note 7 of the attached financial statements for a more detailed overview of the Company’s mining claims and related information.

Robertson Property – Operations and Activities

During the fiscal year ended January 31, 1999, the Company entered into an option agreement dated October 8, 1998, which we refer to as the "Option Agreement", with Placer Dome U.S. Inc., referred to as "Placer", which was later assigned by Placer to the Cortez Joint Venture, doing business as Cortez Gold Mines (a joint venture owned by Placer and Kennecott Minerals), which we refer to as "Cortez".

Effective December 30, 1999, pursuant to the terms of the Option Agreement, Cortez elected to terminate the Option Agreement.  This required the Company to post its own security for the reclamation bond for the Robertson Property and obtain a full release of Placer’s guarantee of the original reclamation bond.  In order to satisfy its obligations under the Option Agreement, the Company spent a large portion of fiscal year 2003 conducting reclamation on the Robertson Property to reduce its reclamation bond that Placer had guaranteed for the Company.  The Company was able to obtain a release of Placer's guarantee by conducting sufficient reclamation work to reduce the bonding requirement, and by raising sufficient funds to provide satisfactory alternative security of the reclamation bond.  The reclamation bond was reduced to US$786,100 during the fiscal year ended 2003, for which the Company posted cash.  In fiscal year ended 2006, with more reclamation work having been completed and accounted for, the reclamation bond was further reduced to US$228,205.  The cost to the Company to conduct the reclamation, prepare an updated reclamation plan, and other associated costs was approximately US$28,156 (year ending January 31, 2006) (US$237,130 since 2003).

In the 2006 fiscal year, the Company completed the purchase of 1,391,860 shares of Marcus Corporation, referred to as "Marcus", representing 98.49% of the total issued shares of Marcus.  Marcus is a non-reporting Nevada corporation, which owns the Marcus mining claims, consisting of 39 unpatented lode claims and two placer claims, and which comprise a portion of the Company’s Robertson Property.  By acquiring Marcus, the Company now controls Marcus and owns an indirect interest in the mining lease between the Company and Marcus, which provides for an annual advanced royalty to Marcus of US$12,000, and a 5% net smelter returns royalty up to a maximum payment of US$2.5 million.

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In consideration of the acquisition, the Company issued one common share of the Company for every four common shares of Marcus, for a total of 347,964 common shares of the Company.  In addition, each tendering Marcus shareholder received a non-transferable share purchase warrant, permitting such shareholders to purchase one additional common share of the Company at an exercise price of $2.00 per share for a period of up to two years from the closing date of the acquisition, for every two shares of the Company received on the share exchange.

The 2005 drilling program began on June 15, 2005 and was completed August 10, 2005, consisting of 12 vertical reverse-circulation drill holes, totaling 10,540 feet.  The depth of the holes ranged from 500 feet to 1,200 feet.  All twelve holes returned ore-grade intervals ranging in thickness from 10 feet to 150 feet.

Two holes were aimed at assessing the potential westward extension of stratiform 39A-type mineralization in to the so-called “distal target” area, located approximately 1,500 feet northwest of the 39A Zone.  Both holes were completed to a depth of 1,200 feet.  This mineralized area is currently defined by six widely spaced reverse circulation drill holes covering an area roughly 2,000 feet in a northwesterly direction by 900 feet in a southwesterly direction.

In the Gold Pan zone, four holes were collared roughly 400 feet apart in an area 500 to 1,000 feet east of the 39A Zone, to test the potential for deep 39A-type mineralization beneath the near-surface mineral resource.  These holes were located at possible structural intersections that appear to exert control on the distribution of near-surface gold.  Three of the holes encountered strong retrograde alteration at the projected depth where the stratiform 39A-type mineralization was expected.

The 2005 drilling identified much stronger mineralization than previously encountered in the “distal target” area suggesting potential for developing new mineral resources in this area with additional drilling.  In the 39A Zone, drilling indicates that the southern portion remains open for limited expansion to the southeast.  However, results from drilling at the extreme north end of the zone suggests good potential for discovering additional higher grade resources in that area with continued drilling.  Results from three of the four wide spaced drill holes collared in the Gold Pan zone, identified a widespread zone of strongly developed retrograde alteration carrying local ore-grade values at depths (850-1,045 feet) where the 39A zone was projected to be.

Currently, the Company’s initial drilling program for the 2006 calendar year, a $4 million exploration and evaluation program is underway.  Drilling on the property began on April 30, 2006 after a series of weather related delays.  The program is designed to expand the 39A/Gold Pan mineral resource and test a number of new targets.

Norma Sass and Ruf Claims – Operations and Activities

Effective December 31, 1999, the Company and Levon Resources Ltd., referred to as "Levon", entered into a fourth amending agreement whereby Levon could earn an undivided 50% interest in the Norma Sass and Ruf Claims upon completion of certain terms.  This agreement was further amended effective December 31, 2001 (but signed on October 3, 2002), whereby Levon was transferred a 33-1/3% interest in the Company’s interest in the Norma Sass  and Ruf claims, in consideration of 300,000 common shares of Levon previously issued to the Company and the prior payment of $350,294 for exploration work.  The Company currently owns a 66-2/3% interest in the Norma Sass and Ruf claims (subject to certain royalties to underlying property owners, as described below), following the execution of the December 2001 fifth amending agreement with Levon.

On December 4, 2002, the Company granted an option to acquire 33-1/3% of the Company’s interest in the Norma Sass and Ruf Claims to Goldfranchise Corporation, referred to as “Goldfranchise”.  In order to earn the interest, Goldfranchise must:

(a) Pay the Company US$38,391.50, which has been received by the Company;

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(b) Incur a minimum of US$300,000 in exploration work on the Norma Sass and Ruf Claims, of which US$100,000 had to be incurred on or before December 4, 2003, and the balance of US$200,000 incurred on or before December 4, 2004; and

(c) Pay the Company 33-1/3% of all annual land fees, taxes, advance royalties required to keep the claims in good standing, until Goldfranchise has exercised the option.

Goldfranchise failed to incur the exploration work required or to pay the Company 33-1/3% of all annual land fees, taxes and advance royalties under the option, and the option has since been terminated.

In January 2005 we announced the formation of an exploration agreement with Agnico-Eagle Mines Limited, referred to as "Agnico-Eagle".  The agreement covers our Norma Sass, Blue Nugget and Lander Ranch claims. The Norma Sass agreement also includes our partnership with Levon.  Under the agreement, Agnico-Eagle can earn a 51% interest in the Norma Sass, Blue Nugget and Lander Ranch claims by completing at least 45,000 feet of exploration drilling and paying certain advance royalties. At its option, Agnico-Eagle may acquire the claim leases from the underlying owners for its benefit and Agnico-Eagle shall be deemed to have earned an additional 24% interest. Agnico-Eagle will then have the option of acquiring the remaining 25% interest by producing a positive feasibility study and making a positive production decision.

At the fifth anniversary and every year thereafter until production occurs, the advance royalty payment will be US$150,000 per annum. All advance royalty payments will be credited towards Agnico-Eagle’s payment of a royalty of 2.5% net smelter returns from production to the Company and Levon.

Agnico-Eagle completed 13,980 feet of drilling in 2005 on the Norma Sass and Lander Ranch property.  The Norma Sass program consisted of six drill holes, varying from 1,665 to 1,975 feet in depth.  All six holes encountered alteration, silification and sulfidation in Lower Plate rocks.  Two holes in the northeast corner of the property intersected gold.   In the 2006 calendar year, Agnico-Eagle intends to drill another 15,000 feet in 12 to 15 holes.  Agnico-Eagle is prepared to extend the program if favorable results are obtained.

Reclamation Activities

The Company spent approximately $24,166 on reclamation and maintenance in fiscal year 2006 on the Robertson Property.  The Company is reclaiming past mining and exploration related disturbances to public lands as required by the Bureau of Land Management and the Nevada Department of Environmental Protection.

Competition

The mining industry in which the Company is engaged is highly competitive.  Competitors include well-capitalized mining companies, independent mining companies and other companies having financial and other resources far greater than those of the Company.  The companies compete with other mining companies in connection with the acquisition of gold and other precious metal properties.  In general, properties with a higher grade of recoverable mineral and/or which are more readily minable afford the owners a competitive advantage in that the cost of production of the final mineral product is lower.  Thus, a degree of competition exists between those engaged in the mining industries to acquire the most valuable properties.  As a result, the Company may eventually be unable to acquire attractive gold mining properties.

Dependence on Customers and Suppliers

The Company is not dependent upon a single or few customers or suppliers for revenues or its operations.

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Environmental Regulations

The Company’s exploration programs in Nevada and California are subject to state and federal regulations regarding environmental considerations.  All operations involving the exploration for the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of streams and fresh water sources, odor, noise, dust and other environmental protection controls adopted by federal, state and local governmental authorities as well as the rights of adjoining property owners.  The Company may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that any proposed exploration for or production of minerals may have upon the environment.  All requirements imposed by any such authorities may be costly, time consuming and may delay commencement or continuation of exploration or production operations.  Future legislation may significantly emphasize the protection of the environment, and, as a consequence, the activities of the Company may be more closely regulated to further the cause of environmental protection.  Such legislation, as well as further interpretation of existing laws in the United States, may require substantial increases in equipment and operating costs to the Company and delays, interruptions, or a termination of operations, the extent of which cannot be predicted.  Environmental problems known to exist at this time in the United States may not be in compliance with regulations that may come into existence in the future.  This may have a substantial impact upon the capital expenditures required of the Company in order to deal with such problem and could substantially reduce earnings.  At the present time, the Company’s exploration activities in Nevada are in compliance with all known environmental requirements.

The regulatory bodies that directly regulate the Company's activities are the Bureau of Land Management (Federal) and the Nevada Department of Environmental Protection (State).

C.           Organizational Structure

The Company has two wholly-owned subsidiaries, Coral Energy Corporation of California, a California corporation which holds title to the Company’s California property, and Coral Resources, Inc., a Nevada corporation, which holds title to the Company’s mining claims located in Nevada.  In the 2006 fiscal year, the Company completed the purchase of 1,391,860 shares, representing 98.49% of the issued shares, of Marcus, a Nevada Corporation that owns the Marcus mining claims, consisting of 39 unpatented lode claims and two placer claims, and which comprise a portion of the Company’s Robertson Property.

D.   Property, Plant and Equipment

Presently, the Company is an “exploration stage company”, as all of the Company’s properties are currently in the exploratory stage of development.  In order to determine if a commercially viable mineral deposit exists in any of the Company’s properties, further geological work will need to be done and a final evaluation based upon the results obtained to conclude economic and legal feasibility.

The Company’s primary focus has been on the Robertson Mining Claims, in Nevada, United States.

Robertson Mining Claims, Nevada, U.S.A

The Robertson Mining Claims are located in Crescent Valley, Nevada on the western flanks of the Shoshone Range, 28 miles to the southeast of Battle Mountain, Nevada, which lies some 230 miles northeast of Reno, Nevada.  The Robertson Mining Claims comprise approximately 11,000 acres in the Bullion Mining District, Lander County, Nevada, and currently include 724 unpatented and patented lode and placer mining claims.  The Robertson Mining Claims are recorded under three separate claim groups known as: (i) the Robertson Property; (ii) the Carve-Out Claims; and (iii) the Norma Sass and Ruf Claims, as described more particularly below.

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These mining claims have been acquired over a period of several years from different sources.  The entire Robertson Mining Claims are subject to a 3% net smelter royalty to Geomex Development Eighth Partnership, referred to as "Geomex 8", which royalty shall cease at such time as the sum of US$1,250,000 has been paid to Geomex 8, and various mining leases requiring minimum annual advanced royalties ranging from 2% to 8% of net smelter returns.

There is no underground or surface plant or equipment located on the Robertson Mining Claims.

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(i)           Robertson Property

The Robertson Property is the subject of two technical reports dated January 15, 2004 and April 25, 2006 prepared by Robert T. McCusker, P.Geol. in accordance with the requirements of National Instrument 43-101 implemented by the Canadian Securities Administration ("NI 43-101"), which we refer to as the "McCusker Reports".  The following historical information concerning the Robertson Property is extracted from the McCusker Reports.  The reader is referred to the entire text of the McCusker Reports, copies of which are available under the Company’s filings on EDGAR at www.sec.gov and on SEDAR at www.sedar.com.

Property Description and Location

The Robertson Property is located in eastern Lander County, Nevada, on public lands administered by the Bureau of Land Management, referred to as the "BLM".  The property is situated in Sections 2-10, 15-18, 20, 21, Township 28 North, Range 47 East and Sections 26, 32 and 34, Township 29 North, Range 47 East, Mt. Diablo Baseline & Meridian.

The Robertson Property is 27 air miles southeast of Battle Mountain and 60 miles southwest of Elko, Nevada.  From Battle Mountain, the county seat, the property is reached by traveling 28 miles east on Interstate Highway 80, then 29 miles south on Nevada Highway 306 to the property turn off.  The property is reached by driving two miles west on a well maintained gravel road.  A network of unimproved dirt roads and tracks provide access to the remainder of the property.

The Robertson Property consists of 428 unpatented federal lode claims, 94 placer claims, nine patented lode claims and one unpatented mill site, covering over 4,500 acres.  Two groups of claims totaling 82 claims are non-contiguous with the core group of claims.  The Company controls the surface and mineral tenures within the project area through recorded title, or through mining lease and mining lease with option to purchase agreements of the patented and unpatented mining claims.  The Company’s wholly-owned subsidiary, Coral Resources, Inc., is the owner of record with 100% interest in 359 claims and controls an additional 173 claims through a variety of mineral leases, as more particularly described below.

In 2001, a boundary agreement between the Company and the Cortez resolved claim boundary overlaps and seniority issues along the east and south sides of the Robertson claim block.  This agreement required both parties to amend and/or abandon certain claims in order to achieve the agreed upon boundary.  This was completed during the 2002-2003 assessment year.

Approximately 173 of the 532 claims that comprise the Robertson Property are controlled by the Company through six mining leases and option agreements.  The claims held by the Company under lease or option agreements require minimum advance royalty payments and production royalties in the event of production.  Total annual payments for the various leases and minimum advance royalties are US$55,800.  A summary compilation of the terms of these agreements are presented in the Table below:

Mining Lease and Option Agreements

Company/Date	Number of Claims	Option Payment	Production Royalty	Advance Royalty Payment
Tenabo Gold Mining Co. Nov. 30, 1975	13	$2M	8% NSR	$12,000/yr
Fannie Komp Sept. 16, 1986	76	$1M	5% NSR	$24,000/yr
Florence Johnson Nov. 5, 1986	16	$50,000	5% GSR	$1,800/yr
Northern Nevada Au, Inc. Sept. 30, 1986	12	$0.3M	4% GSR	$9,600/yr
Albany Gold Corp. (Geomex)	All	$1.25M	3% NSR	None/yr
Mauzy, et al Apr. 21, 1989	36	$0.75M	2% NSR	$14,400/yr

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Annual federal rental fees of US$44,300, payable to the BLM, and Notice of Intent to Hold Mining Claims have been filed for the 2005-2006 assessment year.

Environmental Liabilities

In 1988-89, the Company operated a small open pit gold mining operation and heap leach facility on the Robertson Property.  The resulting disturbances include three small open pit mines, waste dumps, haul roads, drill roads, open drill holes, and a 350,000 ton heap leach facility and related recovery plant.  In 1994, a reclamation plan was prepared by Amax Gold Exploration Inc., referred to as "Amax", and submitted to the Battle Mountain office of the BLM.  The cost to perform the reclamation of the Robertson mine site was estimated at that time to be US$2,000,000.  In 2001, the Company began reclamation activities which were accelerated in 2002, with the recontouring of waste dumps, reclamation of the leach pad, haul roads and the filling of all open drill holes.  As a result of this activity, in June 2003, the BLM reduced the bonding requirements for the project to US$406,000.  The Company currently maintains a required performance bond with the Nevada State Office of the BLM.  The Company is working with the BLM and the United States Department of Interior in efforts to further reduce the bond.

In March 2003, on behalf of the Company, SRK Consulting submitted a final plan for permanent closure with the BLM and Nevada Division of Environmental Protection, referred to as the "NDEP".  The closure plan was been approved by both agencies.  The major component of the closure plan was the installation of a site fluid management system.  As a result of this work during 2004, the BLM lowered the bonding requirements to $226,205.  The Company currently maintains a required performance bond with the Nevada State Office of the BLM.  The Company is working with the BLM and the United States Department of Interior in efforts to further reduce the bond.

Permitting

In 2002, the Company submitted and was granted a five year renewal of Water Pollution Control Permit (NEV60035) by the NDEP for the Robertson Property.  In addition, the Company continues to conduct reclamation and exploration activities under a Plan of Operation (NV067688) approved in 1989 by the Bureau of Land Management.

During the period 2000 through 2003, no exploration activity was conducted on the Robertson Property. However, during that period a significant amount of surface reclamation was completed on the property.  As a result, new exploration activities in reclaimed areas will require submission and approval of an Amendment to the Plan of Operation.  Additionally, the National Historic Preservation Act requires that all operators on public lands conduct an archeological survey of the proposed sites of new disturbance.  Much of the Robertson Property has been previously cleared under various surveys conducted by Amax.  Recent and planned future exploration activities by the Company have moved outside the area covered by previous archeological surveys.  It is possible that future exploration will experience delays in receiving approval because additional surveys will be required by state and federal agencies.  In 2004-05, the Company conducted exploratory drilling under a series of amendments to the Plan of Operation which were approved by the Battle Mountain office of the BLM and NDEP.

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There are no known environmental or threatened and endangered species issues at the Robertson Property that would provide grounds for denial of approval of an Amended Plan of Operation.

History and Exploration

The Robertson Property is located in the Tenabo area, a sub-district of the Bullion mining district.  Historic lode mining in this district dates from 1905 and Placer gold was discovered in many of the dry washes in the Tenabo area in 1916.  Between 1937-39, a small dragline dredge and washing plant operated in the district, and a dredge was reported by Humphrey to be operating in lower Mill Gulch in 1945.

During the period 1966-70, a number of companies explored the district in search of porphyry copper-style mineralization.  In 1968, while drilling a series of shallow rotary holes near the Gold Pan mine, Superior Oil discovered a small, but relatively high-grade zone of gold at shallow depths in what is now known as the Gold Pan zone.  However, with additional drilling, Superior Oil quickly lost interest in the district.  They were soon followed by a number of mainly Vancouver-based junior mining companies, including Placer Development (1974-75), Teck Corporation (1977), Aaron Mining Ltd. (1975-86), and E & B Exploration Ltd. (1980-81), all of whom sporadically explored the Tenabo area with limited success.  A summary of the drilling completed by these companies prior to the Company’s involvement (1986) is presented in the table below:

Summary of Pre-Coral Drilling Activities at Robertson Property

Company	Date of Activity	Number and Type of Holes Drilled	Drill Footage(ft)	Target
Superior Oil	1968-70	92 Conv. Rotary	c. 32,000	Gold Pan
Placer Development	1973-74	23 Conv. Rotary	c. 3,500	none
Teck Corporation	1977	none	none	none
Aaron Mining Ltd.	1977	7 Conv. Rotary	c.300	Gold Quartz
E & B Exploration Ltd.	1980-81	148 Rev. Circlulation	30,807	Gold Pan
Totals		270	66,607

Modern open pit mining and heap leaching began as early as 1974, when Aaron Mining Ltd., referred to as "Aaron", initiated a pilot leach operation on the Robertson Property.  During the period 1978-80, Aaron expanded its leaching operations and continued exploration and began consolidating and acquiring claims in the district.

In 1986, the Company acquired Aaron's interest in the Robertson Property and immediately began a series of major drilling programs beginning in 1986 and continuing until 1989.  Mining operations on the Robertson Property commenced in 1988, but were suspended less than one year later.  During the operating life of the Robertson Property mine, approximately 350,000 tons of low-grade material was placed on leach pads from which about 6,200 ounces of gold were recovered.

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During the period 1986 through 1989, the Company completed approximately 380 reverse circulation drill holes and seven diamond drill holes, totaling about 109,377 ft.  Much of this drilling was focused in four resources areas including the Gold Pan, Gold Quartz, Gold Quartz extension (also called Gold Quartz West) and the Triplet Gulch areas.  The purpose of this drilling was to determine the limits and continuity of mineralization within these zones.  Nearly all of the reverse circulation holes were drilled vertically to an average depth of about 300 ft.

During the later stages of the Company’s exploration program, they completed two “deep” reverse circulation holes that reached depths of 1,400 ft and 1,810 ft, respectively.  In addition to resource definition, the Company also embarked on a program of district-wide exploratory and follow-up drilling of numerous surface anomalies.

In 1990, the Company and Amax entered into an amended and restated option and earn-in Agreement in which Amax could earn a 60% interest in the Robertson Property by producing a bankable feasibility study.  From 1990, until they withdrew from the venture in 1996, Amax completed an exploration program that included drilling 338 reverse circulation  holes and 62 diamond drill holes, totaling over 176,000 ft.

In 1998, Cortez, entered into an option and earn-in agreement with the Company in which Cortez could earn a 70% interest in the Robertson Property by producing a bankable feasibility study.  The focus of their exploration was to expand the 39A zone and test a number of outlying targets.  During 1999, Cortez completed 46 reverse circulation drill holes and a single flood rotary hole, totaling 57,000 feet.  Of the 13 holes directed at expanding the 39A zone, only two holes, 99401 and 99413, encountered significant mineralization.  This drilling program did little to expand the resource.  Of the remaining holes drilled by Cortez, only two holes (99406 and 99419) encountered significant mineralization.  Both holes were designed to offset and/or follow up existing drill intersections and surface gold anomalies.

After completing this drilling program, Cortez declared its interest in renegotiating the terms of the Option Agreement with the Company.  When the Company declined, Cortez subsequently terminated the Option Agreement on December 30, 1999, and did not earn an interest in the Robertson Property.

During 2004 and 2005, the Company conducted three drilling programs consisting of 32 reverse circulation holes totaling 24,020 feet on the Robertson Property.  The focus of this exploration was to expand and further define the 39A Zone, test the "deep" Gold Pan Zone for extensions of the 39A Zone and offset previous ore-grade intersections in the "distal target area".

Geological Setting

Geologically, the Robertson Property consists of a series of relatively flat-lying, vertically stacked thrust sheets that form part of the Roberts Mountain allochthon, which is composed of siliciclastic rocks of Ordovician through Devonian age.  The district is dominated by a very thick sequence of middle to late Devonian Slaven Chert composed mainly of argillite, chert, lesser siltstone and shale, and minor intermediate volcanic rocks.  Structurally overlying the Slaven Chert along the north and east sides of the district are a sequence of rusty brown weathering siltstone, sandstone and very minor limestone of the Silurian Elder Sandstone.

Intruding the thick Paleozoic sequence is an elliptical-shaped, composite granodiorite stock (or lacolith) of Eocene age.  The orientation of the principal axis of the stock is approximately east-west.  Associated with it are numerous dikes, sills and plugs that vary in composition from diorite, the earliest known intrusion, to rhyolite, the latest.  Most of the identified gold resources, including the Porphyry, Gold Pan and 39A zones, lie along or near the northern contact of the composite stock.  A series of narrow and laterally continuous (up to 1,600 ft) intrusive “pebble” dikes extend northward from the northern contact of the granodiorite stock.  Near contacts with the Tertiary intrusions, many of the sedimentary and volcanic rocks, and early phases of the stock, have undergone significant thermal metamorphism, intense recrystallization, bleaching and pervasive metasomatism.  Many of these rocks have been converted to layered sequences of biotite, “quartz” and calc-silicate hornfels, marble, exoskarn and endoskarn.

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Mineralization at the Robertson Property is strongly controlled by a system of low and high-angle faults and related fracture zones.  Less commonly, brecciation associated with axial plane shear zones developed in isoclinal folds are also important hosts for mineralization, locally.  Although individual structures host ore-grade gold, higher grades commonly occur where one or more structures intersect.

Deposit Types and Mineralization

The Company has been focusing its exploration activities on four zones localized along the northern contact of the Tenabo stock forming the general east-west trend. These zones are the Porphyry, Gold Pan, Altenburg Hill and 39A zones.  The Porphyry, Gold Pan and Altenburg Hill zones occur in highly fractured hornfels and skarn units at the contact of the granodiorite stock, whereas the 39A zone is localized at the intersection of two high-angle faults in retrograde-altered hornfels.

The following is a summary of the main minerals identified at the Robertson Property:

Native gold	Native silver	Electrum	Pyrite
Pyrrhotite	Marcasite	Arsenopyrite	Stibnite
Chalcopyrite	Sphalerite	Galena	Bournonite
Acanthite	Loellingite	Gersdorffite	Tetradymite
Petzite	Hessite	Hedleyite	Tellurobismuthite
Altaite	Tetrhedrite	Bornite	Chalcocite
Covellite	Digenite	Native copper	Cuprite
Chysocolla	Azurite	Goethite	Magnetite
Hematite	Illmenite	Scorodite

Mineral Resource Estimates

In late 2005, an independent third party was contracted by the Company to undertake a Preliminary Assessment of the currently defined mineral resources at the Robertson Property.  The results of this study are reported in a NI 43-101 compliant technical report dated April 25, 2006 prepared by R. T. McCusker entitled "Update of the Geological Report on the Robertson Property".  The purpose for this study was to update the 2001 resource estimate, include results from the 2004-2005 drilling programs in the estimate and examine the effect of higher gold price on the economics of the existing resources.  The mineral resource estimates of the Porphyry and combined 39A/Gold Pan Zones were conducted by an independent third party and a qualified person pursuant to NI 43-101.  The Altenburg Hill and distal Target inferred mineral resources were estimated by R. T. McCusker, a qualified person pursuant to NI 43-101.  A summary of the mineral resources estimated to be present on the Robertson Property are presented in the following Table.

It should be noted that the resource classifications applied by an independent third party and R. T. McCusker conform to the Canadian Institute of Mining, Metallurgy and Petroleum definitions for measured, indicated and inferred mineral resources, respectively, pursuant to usage under NI 43-101.  Further, it should also be noted that mineral resources that are not mineral reserves do not have demonstrated economic viability.

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Cautionary Note to U.S. Investors concerning Estimates of Measured, Indicated and Inferred Resources

This section uses the terms “measured resources” and “indicated resources.”  The Company advises United States investors that while those terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them.  United States investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

This section uses the term "inferred resources".  We advise United States investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. "Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.  United States investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally minable.

Robertson Mineral Resource 2006 (by R.T. McCusker)

	Measured mineral resources						Indicated mineral resources						Total measured and indicated						Inferred mineral resources
Zone	Short tons (000s)		Gold Grade (oz/ton)		Contained ozs (000s)		Short tons (000s)		Gold Grade (oz/ton)		Contained ozs (000s)		Short tons (000s)		Gold Grade (oz/ton)		Contained ozs (000s)		Short Tons (000s)		Gold Grade (oz/ton)		Contained ozs (000s)
Porphyry(1)		10,600		0.020		212		2,100		0.018		37		12,700		0.020		249
39A/Gold Pan(1)								10,200		0.044		450		10,200		0.044		450		4,900		0.039		192
Altenburg Hill(1)																				3,500		0.018		63
Distal Target(1)																				1,008		0.178		179
Total		10,600		0.020		212		12,300		0.040		487		22,900		0.031		699		9,408		0.046		434

____________________

⁽¹⁾      Estimated using a 0.01 oz Au/t cutoff grade.

An independent study prepared by a third party indicates that due to the low-grade nature of the Robertson mineral resources, they are sensitive to a number of parameters including gold recovery, operating costs, capital cost and gold price.  Estimated net revenue generated by the 39A/Gold Pan and Porphyry resources at a gold price of $550/ounce and 683,000 ounces of recoverable gold generates a net revenue of $97.5 million, which makes the resources uneconomic as evaluated.

Proposed Exploration

The Company believes that there is a potential for discovery of additional mineral resources on the Robertson Property.   The Company plans to continue to explore the Robertson Property or seek third party partners for further exploration.

(ii)           Carve-Out Claims, Nevada, U.S.A.

Under the terms of an Exploration and Mining Venture Agreement dated July 11, 1997, Placer holds an undivided 61% interest, and the Company has a 39% interest carried to production in the Carve-Out Claims.

Beginning in 1997 and continuing through 1998, Cortez conducted a series of exploratory drilling programs on the Carve-Out Claims with limited success.   In 2002, the Company conducted a drilling program on the Carve-Out Claims with follow-up drilling in the immediate vicinity of existing drill holes with mixed results. To date, no significant mineral resources have been discovered on the Carve-Out Claims. However, the wide-space deep drilling has established the presence of scattered significant gold values, anomalous levels of Carlin-type trace elements, key structural components and the occurrence of a preferred host strata.

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The Company plans to rely on Cortez to further explore the property for mineral resources.

There is no underground or surface plant or equipment located on the Carve-Out Claims, nor any known body of commercial ore.

(iii)           Norma Sass and Ruf Claims, Nevada, U.S.A

The Company currently owns a 66-2/3% interest in the Norma Sass and Ruf Claims, which originally were a part of the Carve-Out Claims, after an option agreement with Levon was amended on October 3, 2002 transferring to Levon a 33-1/3 percent interest in the Norma Sass and Ruf Claims.  Levon is a British Columbia company also engaged in the exploration of precious minerals and has four directors in common to the Company.

In January 2005 we announced the formation of an exploration agreement with Agnico-Eagle.  The agreement covers our Norma Sass, Blue Nugget and Lander Ranch claims. The Norma Sass agreement also includes our partnership with Levon.  Under the agreement, Agnico-Eagle can earn a 51% interest in the Norma Sass, Blue Nugget and Lander Ranch claims by completing at least 45,000 feet of exploration drilling and paying certain advance royalties. At its option, Agnico-Eagle may acquire the claim leases from the underlying owners for its benefit and Agnico-Eagle shall be deemed to have earned an additional 24% interest. Agnico-Eagle will then have the option of acquiring the remaining 25% interest by producing a positive feasibility study and making a positive production decision.

At the fifth anniversary and every year thereafter until production occurs, the advance royalty payment will be US$150,000 per annum.  All advance royalty payments will be credited towards Agnico-Eagle's payment of a royalty of 2.5% net smelter returns from production to the Company and Levon.  Agnico-Eagle has reserved the right to purchase 1% of this net smelter returns royalty (to reduce the royalty to the Company and Levon to 1.5%) for a cash payment of US$1.0 million.  The Company and Levon have agreed to share in any benefits from the agreement with Agnico-Eagle in proportion to their current respective interests in the Norma Sass Property.

There is no underground or surface plant or equipment located on the Norma Sass and Ruf Claims, nor any known body of commercial ore.

JDN Claims, Nevada, U.S.A. (formerly known as the JD Mining Claim)

On December 16, 1986, the Company acquired six mining claims on 550 acres of land near Crescent Valley (Lander County), Nevada for US$10,000.  The Company located an additional 28 unpatented lode mining claims covering some 30 acres in May 1996 and acquired a 100% interest by staking the “JDN Claims”.  The JDN Claims are located approximately three miles north of the Robertson Mining Claims.  In 1987, geological mapping was conducted.  In fiscal year 1994, the Company optioned a 50% interest in the JDN claims to Mill Bay Ventures Inc., formerly First International Metals Corp., referred to as "Mill Bay", a company with two directors in common to the Company, for $10,000 and an initial installment of 50,000 common shares of Mill Bay.  On February 5, 1997, Mill Bay exercised the option by issuing to the Company an additional 50,000 common shares and completion of specified exploration work.

Access to the JDN Claims from Elko, Nevada, a regional mining supply center, is via Highways 80 and 306, a distance of approximately 102 kilometers to the community of Crescent Valley and then an additional 18 kilometers on a gravel access road from the community of Crescent Valley.  A four-wheel drive vehicle is usually necessary to access all roads on the property.  As of fiscal year 2001, the Company has written down the JDN Claims to a nominal value.  There is no underground or surface plant or equipment located on the JDN Claims, nor any known body of commercial ore.

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C-Eagle Claims, Nevada, U.S.A.

In 1987, the Company acquired a 100% interest in the C-Eagle Claims.  The C-Eagle Claims consist of 15 lode mineral claims, and are located at Corral Canyon, in Lander County, Nevada, approximately 16 kilometers north-northwest of Placer’s Cortez gold mine and comprises a total of approximately 646 acres.  The C-Eagle Claims are approximately three miles west of Crescent Valley, Nevada, and approximately 18 miles southeast of Battle Mountain, Nevada.  Access to the C-Eagle Claims from Elko, Nevada, a regional mining supply center, is via Highways 80 and 306, a distance of approximately 90 kilometers and then an additional 13 kilometers on a gravel access road from the community of Crescent Valley.  A four-wheel drive vehicle is usually necessary to access all roads on the property.

The C-Eagle Claims are subject to a 3% net smelter royalty to Geomex 8, which royalty shall cease at such time as the sum of US$1,250,000 has been paid to Geomex 8.

In fiscal year 1994, the Company optioned a 50% interest in these claims to Levon for $10,000 and 100,000 Levon common shares.  During 1996, Levon exercised its option and holds a 50% interest in the C-Eagle Claims with the Company.  During fiscal year 2000, no substantial work at the C-Eagle Claims was conducted and as of fiscal year 2001, the Company has written down the C-Eagle Claims to a nominal value.  There is no underground or surface plant or equipment on the C-Eagle Claims, nor any known body of commercial ore.

Ludlow Property, California, U.S.A.

The Company owns certain mining property consisting of approximately 128 acres in San Bernardino County, California, referred to as the "Ludlow Property".  The purchase price for the Ludlow Property was $28,187, and as of January 31, 2000, the Company expended $36,885 on exploration costs.  The property is located approximately six miles south of Ludlow, California, and is readily accessible by dirt road from Ludlow.  Ludlow lies at the western junction of U.S. Highway 40 and Route 66.  Old wagon roads allow any part of the property to be reached by an easy walk.  The Ludlow property has previously been explored as evidenced by trenches, pits and shallow shafts and adits.  The only recorded data relating to previous exploration applies to the Baghdad-Chase Mine which lies approximately two kilometers to the south of the Ludlow Property.

There has been no underground exploration or development work done on the claims by the Company other than geochemical soil sampling and, to the Company’s knowledge, there is no record of the previous work carried out on the claims as indicated by the evidence of trenches, pits and shallow shafts and adits that are located thereon. No exploration work has been performed on the property for the past five fiscal years.  In order to keep the mining title to the Ludlow Property in good standing, the Company is required to pay property taxes.  As of fiscal year 2001, the Company wrote down the Ludlow Property to a nominal value.  There is no surface or underground plant or equipment on the Ludlow Property, nor any known body of commercial ore.

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Item 5.   Operating and Financial Review and Prospects

This discussion and analysis of the operating results and the financial position of the Company is for the years ended January 31, 2006, 2005 and 2004, and should be read in conjunction with the consolidated financial statements and the related notes attached hereto.

A.           Operating Results

The principal business of the Company has been the acquisition and exploration of precious mineral properties and, where warranted, developing and mining such properties, particularly those judged by the Company to be potentially valuable for gold.  The Company’s mining claims are located in the states of Nevada and California in the United States.  None of the Company’s mineral properties are in production and the Company has received no revenues.

Selected Annual Information

The following financial data is derived from the Company’s financial statements for the three most recently completed financial years:

	January 31, 2006 Restated			January 31, 2005 Restated			January 31, 2004 Restated
	$			$			$
Loss before other items		(2,301,983	)		(866,085	)		(640,502	)
Loss for the period		(2,263,288	)		(983,665	)		(539,814	)
Loss per share		(0.47	)		(0.21	)		(0.15	)
Total assets		11,385,912			10,737,683			10,896,355
Total liabilities		3,711,170			2,761,897			2,655,857
Working capital		36,519			1,400,605			2,601,586

During the 2006 fiscal year, the Company incurred a loss of $2,263,288 (2005: a loss of $983,665) and a net loss per share of $0.47 (2005: a net loss per share of $0.21).   The 2006 loss includes a future income tax expense of $187,865 compared to $262,275 in 2005.  The 2006 loss also includes interest income of $20,454, a decrease of $13,332 from 2005, a foreign exchange gain of $193,650, an increase of $82,741 from 2005, and a $12,467 recovery of written off advances receivable compared to $nil in 2005.  The decrease in interest income was due to the maturing of short term guaranteed investment certificates during the year and some cash being used in operations instead of the full amount being rolled over into new investment certificates.

Total assets have risen from the 2005 fiscal year to the 2006 fiscal year due to the increase in mineral property expenditures in the 2006 fiscal year.  Mineral property expenditures were $584,880 in fiscal 2006, representing a $313,028 decrease over 2005.  Actual net cash raised through the issuance of shares was $189,194 during the current year compared to $316,720 in 2005, a decrease of $127,526.  In 2006 there were only options and warrants exercised compared to proceeds from private placements raised in 2005.

The Company remains free of long term interest bearing debt and the total liabilities include current liabilities of $758,766 in 2006 which is $596,477 higher than 2005.  This increase is largely due to a $525,000 bonus payable to a Director of the Company.  Long term liabilities increased from $2,599,608 in 2005 to $2,952,404 in 2006, a difference of $352,796.  The entire 2005 long term liability amount was due to a future income tax liability whereas in 2006 the future income tax liability was $2,926,084, an increase of $326,476.  The Company has also recorded in 2006 an asset retirement obligation of $16,000 regarding reclamation of mineral properties and a non-controlling interest amount of $10,320 which contributed to the increase in total liabilities.

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The Company continues to have a reclamation bond as an asset with the State of Nevada however it has been lowered from $518,057 in 2005 to $260,976 in 2006.  Management will continue to assess their asset retirement obligations and the associated liability will be adjusted in the period accordingly.

Twelve months ended January 31, 2006 compared with the twelve months ended January 31, 2005.

Expenses totaled $2,301,983 for the year ended January 31, 2006 compared with $866,085 for the year ended January 31, 2005, an increase of $1,435,898. As was the case with the fourth quarter comparison, the primary sources of the increase in costs were stock-based compensation and salaries and benefits which accounted for $712,567 and $545,422 of the $1,435,898 increase respectively.  The balance of the increase in general and administrative expenses is due to increases of $11,208 in investor relations and shareholder information, $134,006 in legal and accounting, $30,000 in management fees and $23,944 in travel.  The process of fulfilling SEC filing requirements, the purchase of Marcus and the property review for the Robertson property resulted in legal and accounting costs being higher in 2006. There was also an increase in effort to promote company awareness and investigate financing possibilities which contributed to the increase in costs.  The increase in management fees is due to a timing difference as discussed above.

There were decreases in consulting fees, director’s fees, listing and filing fees, office and administration and transfer agent fees of $877, $2,000, $2,896, $11,903 and $3,346 respectively.  The decrease in office and administration costs is due to a switch from contractors to in-house staff to fulfill various administrative functions.  Overall staffing levels were higher for the year ended January 31, 2006 in order to handle the increase in activities to administer and promote the company.

Loss for the year ended January 31, 2006 was $2,263,288 compared with a loss of $983,665 for the year ended January 31, 2005, for an increase of $1,279,623. The primary reasons for the increase are increased administrative expenses of $1,435,898 as discussed above.  A decrease of $13,332 in interest income was more than offset by increases of foreign exchange gains of $82,741 and the partial recovery of a previously written down advances receivable of $12,467.

Fiscal year ended January 31, 2005 compared to fiscal year ended January 31, 2004.

The loss for the twelve months ended January 31, 2005 was $983,665 compared with a loss of $539,814 for the twelve months ended January 31, 2004, an increase of $443,851. The main reason for the increase is the stock-based compensation expense of $343,533 as discussed above and an increase in future income tax expense of $125,896 in 2005.  There were no write downs of investments or mineral properties during the 2005 fiscal year as there were in the 2004 fiscal year.  The foreign exchange gain decreased from $209,538 to $110,909 in the current year due to the change in future income tax liability, the stronger Canadian dollar and the reclamation bond remaining at US$406,000.  The reclamation bond is converted to Canadian currency using the exchange rate as of the balance sheet date.  The change in the exchange rate from January 31, 2004 to January 31, 2005 resulted in a decrease of $33,662 to the reclamation bond and comprises the majority of the foreign exchange loss for the year.

Expenses totaled $866,085 for the year ended January 31, 2005 compared with $640,502 for the year ended January 31, 2004, an increase of $225,583.  As noted earlier this increase is due to a stock-based compensation expense of $343,533 in the current year as compared to $nil for the 2004 fiscal year.  Due to the increase in mineral property related activities and support staff, consulting fees and salaries and benefits increased by $12,218 and $24,492 respectively.  The 2005 fiscal year has benefited from the efforts in the 2004 fiscal year to promote company awareness, establish a web site, and meet filing and listing requirements.  The results are decreases in investor relations and shareholder information costs of $69,142, listing and filings fees of $23,198, office and miscellaneous expenses of $24,962 and legal and accounting fees of $6,263.  Travel expenditures, directors’ fees, and management fees also experienced a decrease in the 2005 fiscal year.

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During the 2005 fiscal year, the Company incurred a loss of $983,665 (in 2004 the loss was $539,814) and a net loss per share of $0.21 (in 2004 the net loss per share was $0.15).   The 2005 loss includes interest income of $33,786, an increase of $18,602 from 2004 and a foreign exchange gain of $110,909, a decrease of $98,629 from 2004.  The increase in interest income was due to a short term guaranteed investment certificate ranging from $1,350,000 to $2,000,000 being held through the year.

Total assets stayed relatively stable from the 2004 fiscal year to the 2005 fiscal year due to the increase in mineral property expenditures offsetting the fewer funds being raised from private placements in the 2005 fiscal year.  Mineral property expenditures increased by $897,908 compared to an increase of $420,054 in 2004.  The net issuance of shares for cash raised $316,720 during the current year compared to $2,196,541 in 2004, a decrease of $1,879,821.  This resulted in the working capital being reduced by $1,200,981 over the course of 2005.

Inflation

Historically, inflation has not affected the Company’s business in the current locations where it is doing business and the Company does not expect it to affect the Company’s operations in the future.

Government Regulation

We are subject to various federal and state laws and regulations including environmental laws and regulations.  Environmental regulations impose, among other things, restrictions, liabilities and obligations in connection with the generation, handling, use, storage, transportation, treatment and disposal of hazardous substances and waste and in connection with spills, releases and emissions of various substances to the environment.  Environmental regulation also requires that facility sites and other properties associated with our operations be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities.  In addition, certain types of operations, including exploration and development projects and changes to certain existing projects, may require the submission and approval of environmental impact assessments or permit applications.  Compliance with environmental regulation can require significant expenditures, including expenditures for clean up costs and damages arising out of contaminated properties and failure to comply with environmental regulations may result in the imposition of fines and penalties.  We believe that we are in substantial compliance with such laws and regulations.  However, such laws and regulations may change in the future in a manner which will increase the burden and cost of compliance.

Certain laws and governmental regulations may impose liability on us for personal injuries, clean-up costs, environmental damages and property damages, as well as administrative, civil and criminal penalties. We maintain limited insurance coverage for sudden and accidental environmental damages, but do not maintain insurance coverage for the full potential liability that could be caused by sudden and accidental environmental damage. Accordingly, we may be subject to liability or may be required to cease production from properties in the event of such damages.

B.           Liquidity and Capital Resources

At January 31, 2006, the Company had cash and cash equivalents of $663,071 and working capital of $36,519.  The Company has raised additional gross proceeds of $4,500,000 through private placements since the year end of January 31, 2006.  The Company feels it has sufficient cash on hand at this time to finance limited exploration work on its mineral properties and maintain operations. Mineral exploration and development is capital intensive and in order to maintain its interests, the Company will likely be required to raise new equity capital in the future. The Company invested $1,623,354 during the year ended January 31, 2006 on mineral exploration, of which the entire amount was expended on its Robertson property. There is no assurance that the Company will be successful in raising new equity capital.

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At this time, the Company has no operating revenues, and does not anticipate any operating revenues until the Company is able to find, acquire, place in production and operate a resource property. Historically, the Company has raised funds through equity financing and the exercise of options and warrants to fund its operations.

The market price of natural resources is highly speculative and volatile. Instability in prices may affect the interest in resource properties and the development of and production from such properties. This may adversely affect the Company’s ability to raise capital to acquire and explore resource properties.

Investor Relations  

The Company entered into a 12 month investor relations agreement on July 1, 2005 with Investors Relations Services Group John Mullen & Partners, referred to as "IRS", to provide investor relations services in Europe.  In consideration for the services rendered, the Company has agreed to pay IRS fees totaling $18,000 plus expenses.

Subsequent Events

On March 4, 2006 the Company closed a non-brokered private placement of 1,500,000 common shares at a price of $3.00 per share.  Mr. Robert McEwen purchased 1,250,000 shares and holds just under 20% of the outstanding shares.

On March 5, 2006 the Company received an intention by U.S. Gold to acquire all of the Company’s outstanding common shares.  The intention was received from Robert McEwen, Chairman and Chief Executive Officer of U.S. Gold.  Under the proposal, U.S. Gold would offer 0.63 share of U.S. Gold common stock for each outstanding common share of the Company.

A special committee of the board of directors of the Company was established to deal with U.S. Gold’s unsolicited offer. The members of the special committee are Gary Robertson, Florian Riedl-Riedenstein and William Glasier.

The special committee selected Roman Friedrich & Company Ltd. of Vancouver to act as its financial adviser, to assist in responding to U.S. Gold’s unsolicited offer and to investigate other alternatives that may be available to maximize shareholder value.

On March 15, 2006 the Company appointed Mr. Lindsay Gorrill as the Company’s Chief Financial Officer.

On May 18, 2006 Mr. Robert McEwen also resigned as a director and as the Executive Chairman of the Company.

On July 11, 2006, Mr. Louis Wolfin was appointed President of the Company.

C.           Research and development, patents and licenses, etc.

Not Applicable.

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D.           Trend information

No known trend.

E.           Off-balance sheet arrangements

None.

F.   Tabular disclosure of contractual obligations

As at January 31, 2006, the Company had the following contractual obligations:

	Total		< 1 year		1-3 years		3-5 years		More than 5 years
Investor relations contract	$	9,000	$	9,000		-		-		-
Site restoration liability		16,000		-		16,000		-		-
Total		25,000		9,000		16,000		-		-

G.   Safe Harbor

Certain statements in this Annual Report, including those appearing under this Item 5, constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended.  Additionally, forward-looking statements may be made orally or in press releases, conferences, reports, on our website or otherwise, in the future, by us or on our behalf.  Such statements are generally identifiable by the terminology used such as "plans", "expects", "estimates", "budgets", "intends", "anticipates", "believes", "projects", "indicates", "targets", "objective", "could", "may", or other similar words.

The forward-looking statements are subject to known and unknown risks and uncertainties and other factors that may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements.  Such factors include, among others: market prices for metals; the results of exploration and development drilling and related activities; economic conditions in the countries and provinces in which we carry on business, especially economic slowdown; actions by governmental authorities including increases in taxes, changes in environmental and other regulations, and renegotiations of contracts; political uncertainty, including actions by insurgent groups or other conflict; the negotiation and closing of material contracts; and the other factors discussed in Item 3 Key Information – "Risk Factors", and in other documents that we file with the SEC.  The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are interdependent upon other factors; our course of action would depend upon our assessment of the future considering all information then available.  In that regard, any statements as to future production levels; capital expenditures; the allocation of capital expenditures to exploration and development activities; sources of funding of our capital program; drilling; expenditures and allowances relating to environmental matters; dates by which certain areas will be developed or will come on-stream; expected finding and development costs; future production rates; ultimate recoverability of reserves; dates by which transactions are expected to close; cash flows; uses of cash flows; collectability of receivables; availability of trade credit; expected operating costs; expenditures and allowances relating to environmental matters; debt levels; and changes in any of the foregoing are forward-looking statements, and there can be no assurances that the expectations conveyed by such forward-looking statements will, in fact, be realized.

Although we believe that the expectations conveyed by the forward-looking statements are reasonable based on information available to us on the date such forward-looking statements were made, no assurances can be given as to future results, levels of activity, achievements or financial condition.

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Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results, which may not occur as anticipated.  Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, as well as others not now anticipated.  The foregoing statements are not exclusive and further information concerning us, including factors that could materially affect our financial results, may emerge from time to time.  We do not intend to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Item 6.  Directors, Senior Management and Employees

A.           Directors and Senior Management

The following is a list of the Company’s directors and officers as of July 11, 2006.  The directors were re-elected by the Company’s shareholders on July 11, 2006 and are elected for a term of one year which term expires at the election of the directors at the next annual meeting of shareholders.

Name	Position Held	Principal Occupation	Director/Officer Since
Lloyd Andrews	Chairman and Director	Chairman and Director of Berkley Resources Inc.; Bralorne Gold Mines Ltd.; Avino Silver & Gold Mines Ltd. and the Company.	September 1997
Matt Wayrynen(1)	Vice President	Former President and former Director of the Company; Vice President Operations and Director of Bralorne Gold Mines Ltd.; CEO and Executive Chairman and Director of Berkley Resources Inc. and the Director of one other reporting company.	June 2002
Chris Sampson	Vice President Exploration and Director	Director and Vice President Exploration of the Company; Professional Engineer.	February 1996
Louis Wolfin(2)	President and Director	President and Director of the Company; Director and CEO of Bralorne Gold Mines Ltd.; President and Director of Levon Resources Ltd. and Cresval Capital Corp., Director of Avino Silver & Gold Mines Ltd. and Berkley Resources Inc..	June 1990
David Wolfin(2)	Director	Director of the Company; Vice President Finance and Director of Bralorne Gold Mines Ltd. and Berkley Resources Inc.; President of Gray Rock Resources Ltd.; President and Director of Avino Silver & Gold Mines Ltd.; and Director of Mill Bay Ventures Inc. and Cresval Capital Corp.	September 1997

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Name	Position Held	Principal Occupation	Director/Officer Since
Gary Robertson	Director	Certified Financial Planner, Director of the Company and Director of Avino Silver & Gold Mines Ltd., Bralorne Gold Mines Ltd., Levon Resources Ltd., Mill Bay Ventures Inc. and Sage Gold Inc.	August 2005
Connie Lillico	Secretary	Secretary of the Company and Officer of Avino Silver & Gold Mines Ltd., Berkley Resources Inc., Bralorne Gold Mines Ltd., Gray Rock Resources Ltd. and Mill Bay Ventures Inc., former Officer Administrator and Paralegal.	July 2004
Lindsay Gorrill	Chief Financial Officer	Chief Financial Officer of the Company, President and Chief Operating Officer of Berkley Resources Inc., former President and Chief Executive Officer of WGI Heavy Minerals Incorporated, Manager, KPMG	March 2006

___________________________

⁽¹⁾       Mr. Matt Wayrynen is the son-in-law of Mr. Louis Wolfin.

⁽²⁾       Mr. David Wolfin is the son of Mr. Louis Wolfin.

B.           Compensation

The directors of the Company have not been compensated by the Company in their capacities as directors during the most recently completed financial year other than an aggregate of $12,000 paid to Lloyd Andrews for director’s fees.  In addition, the Company paid an aggregate of $105,000 to Wear Wolfin Designs Ltd., a private British Columbia corporation controlled by the spouse of Matt Wayrynen, President and a director of the Company, for Management and advisory services.  The Company paid an aggregate of $30,000 to Intermark Capital Corp, a private British Columbia Corporation controlled by David Wolfin, a director of the Company, for management advisory services.  Incentive stock options have been granted to non-employee directors of the Company to purchase an aggregate of 295,900 shares of the Company at a price of $1.70 per share exercisable on or before December 1, 2009, 48,250 of which have been exercised and an aggregate of 205,000 shares of the Company at a price of $3.55 per share exercisable on or before December 12, 2010, none of which have been exercised.

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The following table sets forth particulars concerning the compensation paid or accrued for services rendered to the Company in all capacities during each of the last three financial years of the Company to its Chief Executive Officer and to the other executive officers of the Company who received a combined salary and bonus in excess of $150,000 (the “Named Executive Officers” during the financial year ended January 31, 2006).

Summary Compensation Table
	Annual Compensation				Long-Term Compensation Awards
Name/Principal Position	Year	Salary(1) $	Bonus for the Year $	Other Annual Compensation $	Securities Under Options/SARs Granted (#)(2)	Restricted Shares/Units Awarded $	All Other Compensation $
Matt Wayrynen, Vice President and former President	2006 2005 2004	60,000 60,000 60,000	- - -	45,000 15,000 30,000	77,000 75,000 40,000	- - -	1,390 1,082.08 1,024.86
Louis Wolfin President	2006 2005 2004	- - -	525,000(3) - -	2,000 - -	100,000 50,000 100,000	- - -	1,831 1,392 -

_________________________

⁽¹⁾       No employee earned in excess of $100,000.

⁽²⁾       Represents total common shares under options as of the end of the fiscal year.

⁽³⁾       Represents a bonus payment for past services and contributions to the Company.

Termination of Employment, Changes in Responsibilities and Employment Contracts

There is no employment contract between the Company or its subsidiaries and the Named Executive Officers and the Company has no compensatory plan or arrangement with respect to the Named Executive Officers in the event of the resignation, retirement or any other termination of a Named Executive officer’s employment with the Company and its subsidiaries or in the event of a change of control of the Company or its subsidiaries or in the event of a change in a Named Executive Officer’s responsibilities following a change in control, where in respect of the Named Executive Officer the value of such compensation exceeds $100,000.

C.           Board Practices

At the annual meeting held on July 11, 2006 the number of directors for the Company were fixed at five.  Prior to the meeting the board of directors was comprised of eight directors.  The size and experience of the board is important for providing the Company with effective governance in the mining industry.  The board’s mandate and responsibilities can be effectively and efficiently administered at its current size.  The chairman of the board is not a member of management.  The board has functioned, and is of the view that it can continue to function, independently of management as required.  At the Annual General Meeting, held on July 11, 2006, the shareholders elected Lloyd Andrews, Gary Robertson, Chris Sampson, David Wolfin and Louis Wolfin as directors.

The board has considered the relationship of each director to the Company and considers two of the five directors to be “unrelated” (Messrs. Andrews and Robertson).  “Unrelated director” as the term is defined in the TSX Company Manual means a director who is independent of management and free from any interest and any business or other relationship which could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interest of the Company, other than interest and relationships arising solely from shareholdings.

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Three of the directors who are considered related (Messrs. David Wolfin, Louis Wolfin) are related by family.  Chris Sampson is also the Vice-President of Exploration of the Company.

The board has addressed the related directorship issues and intends, given a transitional period, to eventually be comprised of a majority of unrelated directors.  Procedures are in place to allow the board to function independently.  At the present time the board has experienced directors that have made a significant contribution to the Company’s success, and are satisfied that it is not constrained in its access to information, in its deliberations or in its ability to satisfy the mandate established by law to supervise the business and affairs of the Company.  The Company’s chairman and independent directors meet in the absence of managing directors. Committees meet independent of management and other directors.  Committees appoint a chairman from their number who preside over the committee meetings.

Mandate of the Board of Directors, its Committees and Management

The role of the board is to oversee the conduct of the Company’s business, including the supervision of management, and determining the Company’s strategy.  Management is responsible for the Company’s day to day operations, including proposing its strategic direction and presenting budgets and business plans to the board of directors for consideration and approval.  The strategic plan takes into account, among other things, the opportunities and risks of the Company’s business.  Management provides the board with periodic assessments as to those risks and the implementation of the Company’s systems to manage those risks.  The board reviews the personnel needs of the Company from time to time, having particular regard to succession issues relating to senior management.  Management is responsible for the training and development of personnel.  The board assesses how effectively the Company communicates with shareholders, but has not adopted a formal communications policy.  Through the audit committee, and in conjunction with its auditors, the board assesses the adequacy of the Company’s internal control and management information systems.  The board looks to management to keep it informed of all significant developments relating to or effecting the Company’s operations.  Major financings, acquisitions, dispositions and investments are subject to board approval.  A formal mandate for the board of directors and the chief executive officer has not been considered necessary since the relative allocation of responsibility is well understood by both management and the board.

The board has established that they will meet at a minimum of every three months, unless additional meetings are required.  The board and committee’s may take action at these regular held meetings or at a meeting by conference call or by written consent.

The board has created three committees, all of which have the mandates set out below.

Committees

Corporate Governance Committee

The corporate governance committee assists the board in establishing the Company’s corporate governance policies and practices generally, identifying individuals qualified to become members of the board, reviewing the composition and functioning of the board and its committees and making recommendations to the board of directors as appropriate.  When considering nominees to the board the committee’s mandate requires that it consider the current composition of the board and give consideration to candidates having experience in the industry, life experience and background.  The committee is also responsible for the Company’s corporate governance guidelines.  The committee may retain legal or other advisors.

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The corporate governance committee currently consists of three directors (Messrs. Lloyd Andrews, Gary Robertson and Chris Sampson).  Messrs. Andrews and Robertson are unrelated directors.  It is intended that this committee will eventually be comprised solely of unrelated and independent directors.

Audit Committee

The audit committee assists the board in its oversight of the Company’s financial statements and other related public disclosures, the Company’s compliance with legal and regulatory requirements relating to financial reporting, the external auditors, qualifications and independence and the performance of the internal audit function and the external auditors.  The committee has direct communications channels with the Company’s auditors. The committee reviews the Company’s financial statements and related management’s discussion and analysis of financial and operating results.  The committee can retain legal, accounting or other advisors.

The audit committee consists of Gary Robertson, Lloyd Andrews and Chris Sampson, all of whom are financially literate.  Currently, the committee has at least one member with accounting or related financial management expertise “Financially literate” means the ability to read and understand a balance sheet, an income statement, and a cash flow statement.  “Accounting or related financial expertise” means the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with Canadian GAAP.  Gary Robertson and Lloyd Andrews are both independent, having no direct or indirect material relationship with the Company which could, in the view of the board of directors, reasonably interfere with the exercise of a member’s independent judgment.

It is intended that this committee eventually will be comprised solely of unrelated directors.

The board has adopted a charter for the audit committee which is reviewed annually and sets out the role and oversight responsibilities of the audit committee with respect to:

-  its relationship with and expectation of the external auditors, including the establishment of the independence of the external auditor and the approval of any non-audit mandates of the external auditor;

-  determination of which non-audit services the external auditor is prohibited from providing;

-  the engagement, evaluation, remuneration, and termination of the external auditors;

-  appropriate funding for the payment of the auditor’s compensation and for any advisors retained by the audit committee;

-  its relationship with and expectation of the internal auditor;

-  its oversight of internal control;

-  disclosure of financial and related information; and

-  any other matter that the audit committee feels is important to its mandate or that which the board chooses to delegate to it.

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Compensation Committee

The compensation committee assists the board in monitoring, reviewing and approving compensation policies and administering the Company’s share compensation plans.  The committee is responsible for reviewing and making recommendations to the board with respect to director and senior management compensation.  When granting stock options, the committee determines the number of shares covered by each grant and the terms and conditions of the option, subject to the terms of the plan, and the approval of the board.  The committee may consider changes to the remuneration of directors, which may be appropriate from time to time.  The committee may retain legal or other advisors to assist it.

The committee consists of two unrelated directors (Messrs. Robertson and Andrews) and one related director (Mr. Wolfin).  It is intended that the compensation committee will eventually be comprised solely of unrelated directors.

Special Committee

The special committee will fully consider the U.S. Gold offer once it is formally made and will provide its recommendations regarding the offer, or any alternative transaction, to the board of directors in due course. The ultimate recommendation of the board of directors will, thereafter, be communicated to shareholders.

The Special Committee consists of two unrelated directors (Messrs. Robertson and Andrews).

Compensation of Directors

The directors of the Company have not been paid fees or other cash compensation in their capacity as directors.  The compensation committee has adopted a policy which compensates all directors $500 for each board meeting attended by the director for the time and costs associated with attending the meeting. The Company has no arrangements, standard or otherwise, pursuant to which its current directors are compensated by the Company or its subsidiaries for their services in their capacity as directors, or for committee participation, or involvement in special assignments during the most recently completed financial year, except that directors may be reimbursed for actual expenses reasonably incurred in connection with the performance of their duties as directors, and certain directors may be compensated for services as consultants or experts.  Incentive stock options, however, have been granted to non-named executive officers, directors and other insiders of the Company and are outstanding to purchase an aggregate 669,650 shares of the Company as follows:

Name of Optionee	No. of Shares	Exercise Price Per Share	Date of Grant	Expiry Date
Louis Wolfin	50,000	$1.70	December 1, 2004	December 1, 2009
Florian Riedl-Riedenstein	17,500	$1.70	December 1 2004	December 1, 2009
William Glasier	20,000	$1.70	December 1, 2004	December 1, 2009
Chris Sampson	20,000	$1.70	December 1, 2004	December 1, 2009
David Wolfin	68,000	$1.70	December 1, 2004	December 1, 2009
Matt Wayrynen	37,000	$1.70	December 1, 2004	December 1, 2009
Lloyd Andrews	35,150	$1.70	December 1, 2004	December 1, 2009
Connie Lillico	20,000	$1.70	December 1, 2004	December 1, 2009
James Baylis	5,000	$1.70	December 1, 2004	December 1, 2009
Karen Hendricks	4,500	$1.70	December 1, 2004	December 1, 2009

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Name of Optionee	No. of Shares	Exercise Price Per Share	Date of Grant	Expiry Date
Elwood Wright	2,000	$1.70	December 1, 2004	December 1, 2009
Kevin Bales	10,000	$1.70	April 12, 2005	April 12, 2010
Dick Narveson	10,000	$1.70	April 12, 2005	April 12, 2010
John Mullen	10,000	$1.70	April 12, 2005	April 12, 2010
Robert McEwen	150,000	$3.55	December 12, 2005	December 12, 2010
Louis Wolfin	50,000	$3.55	December 12, 2005	December 12, 2010
Chris Sampson	10,000	$3.55	December 12, 2005	December 12, 2010
David Wolfin	40,000	$3.55	December 12, 2005	December 12, 2010
Lloyd Andrews	40,000	$3.55	December 12, 2005	December 12, 2010
Matt Wayrynen	40,000	$3.55	December 12, 2005	December 12, 2010
Gary Robertson	25,000	$3.55	December 12, 2005	December 12, 2010
Elwood Wright	3,000	$3.55	December 12, 2005	December 12,2010
Gloria Chan	2,500	$3.55	December 12, 2005	December 12, 2010

On June 14, 2005 the shareholders of the Company voted to increase the number of common shares reserved for stock option grants under the formal stock option plan (the “Plan”) from 706,000 to 929,000.  To date, stock options to purchase a total of up to 820,400 shares have been granted under the Plan, leaving options for 131,100 shares available for issuance.

D.           Employees

The Company has one full-time employee located in Nevada, United States.

E.           Share Ownership

The following table sets out the share ownership of the directors and officers of the Company as of July 11, 2006.

Name of Beneficial Owner	Number of Shares	Percent
Matt Wayrynen	10,000	*
Louis Wolfin	360,401	5.01%
Chris Sampson	12,100	*
Lloyd Andrews	30,000	*
Gary Robertson	47,850	*
David Wolfin	87,200	1.29%
Connie Lillico	4,500	*
Lindsay Gorrill	6,000	*

____________

*Less than one percent

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OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

Summary Options Table

Name of Executive Officer	Securities Under Option Granted		% of Total Options Granted to Employees in Financial Year			Executive or base Price ($/Security)		Market Value of Securities underlying Options on Date of Grant ($/Security)		Expiration Date
Matt Wayrynen		40,000		10.96	%	$	3.55	$	142,500	December 12, 2010
Louis Wolfin		50,000		13.70	%	$	3.55	$	177,500	December 12, 2010

Item 7.  Major Shareholders and Related Party Transactions

A.           Major Shareholders

As far as it is known to the Company, it is not directly or indirectly owned or controlled by any other corporation or by the Canadian Government, or any foreign government or by any other natural or legal person(s) severally or jointly.

To the knowledge of the Company’s directors and senior officers, the following table sets forth certain information as at July 11, 2006 concerning the ownership of the Company’s common shares as to each person known by the directors and senior officers, bases solely upon public records and filings, to be the direct and/or indirect owner of more than five (5%) percent of the company’s common shares, who owned more than five percent of the outstanding shares of each class of the Company’s voting securities.

Title of Class	Identity of Person or Group	Amount Owned	Percentage of Class
Common Shares	Robert McEwen	1,250,000	19.8%
Common Shares	All the Officers and Directors of the Company	558,051	8.28%

The Company closed a private placement of 1,250,000 common shares at a price of $3.00 per share.  As a result of the private placement, Robert McEwen acquired 1,250,000 common shares of the company.

All of the Company's common shares carry the same voting rights and the Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

The subscription agreement entered into between Mr. McEwen and the Company provides, among other things, that, for a period of two years following the closing of the acquisition of the common shares, if at any time subsequent to the closing of the acquisition of such common shares, Mr. McEwen owns not less than 10% of the issued and outstanding common shares of the Company (assuming the exercise of any warrants held by Mr. McEwen), then Mr. McEwen shall have a right of first refusal to participate in any future financings of the Company.

As of June 27, 2006, there were 325 record holders in the United States holding 17.11% of the Company’s outstanding common stock representing approximately 87.13% of the total shareholders.  The Company’s Common stock is issued in registered form and the percentage of shares reported to be held by record holders in the United States is taken from the records of the Pacific Corporate Trust Company in the City of Vancouver, the registrar and transfer agent for the common stock.

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B.           Related Party Transactions

Related party transactions for the 2006 fiscal year are as follows:

(a)   The Company entered into a new cost-sharing agreement during 2005 to reimburse a related party for a variable percentage (2005 fixed percentage – 20%; 2004 fixed percentage – 20%) of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the company, and to pay a percentage fee based on the total overhead and corporate expenses referred to above.  The agreement may be terminated with one-month notice by either party.

A total of $166,203 (2005 - $135,140; 2004 - $107,393) was charged to operations in relation to the cost sharing agreement.

(b)   Included in advances receivable are amounts due from related parties, as well as third party receivables.  These amounts due from related parties include $28,003 (2005 - $28,003) due from a joint venture with common management and common directors; $7,850 (2005 - $Nil) from a company controlled by a Director; $1,430 (2005 - $Nil) from a director of the Company and $13,124 (2006: $89,992 less an allowance for bad debt of $76,868; 2005: $122,048 less an allowance for bad debt of $90,621) with two companies with common management and common directors.

(c)   Advances payable include $31,620 (2005 - $31,333) due to directors in regards to past directors’ fees; $26,922 (2005 - $10,695) due to a company with common management in regards to the cost sharing agreement for overhead expenses; $nil (2005 - $32,540) to a company with common management and directors and $3,414 (2005 - $1,784) to a company controlled by a director.

(d)   Consulting fees of $30,000 (2005 - $30,000; 2004 - $22,500) were paid to a company owned by a director.

(e)   Management fees of $105,000 (2005 - $75,000; 2004 - $90,000) were paid to a company owned by a director.

(f)   Directors’ fees of $12,000 (2005 - $14,000; 2004 - $24,000) were paid to directors of the Company.

(g)   An allowance in the amount of $209,840 (2005 - $209,840; 2004 - $209,840) has been accrued in respect of advances made to a Company with common management.

(h)   The loan receivable of $83,000 (2005 - $50,000) is due from a subsidiary of a related company with common management that provides drilling services.  The amount due is non-interest bearing, unsecured and due on demand.

(i)   Included in accounts payable and accrued liabilities are bonuses payable to a director of the Company in the amount of $525,000 (2005 - $Nil).

These transactions are in the normal course of operations and are measured at the exchange amount, which is the consideration established and agreed to by the related parties, unless otherwise noted.

C.           Interest of Experts and Counsel.

Not Applicable.

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Item 8.   Financial Information

A.           Consolidated Statements and Other Financial Information

The following financial statements of the Company are attached to this Annual Report:

·  Auditors Report.

·  Consolidated Balance Sheet for years ended January 31, 2006 and 2005.

·  Consolidated Statement of Operations and Deficit for the years ended January 31, 2006, 2005 and 2004.

·  Consolidated Statement of Cash flows for the years January 31, 2006, 2005 and 2004.

·  Consolidated Statement of Mineral Properties for the years January 31, 2006, 2005 and 2004.

·  Notes to Consolidated Financial Statements for the years January 31, 2006, 2005 and 2004.

Dividend Policy

The Company has never paid any dividends and does not intend to in the near future.

B.           Significant Changes

The following significant changes have occurred since the date of the financial statements provided at item 17 below:

(a)  The Company closed a non-brokered private placement of 1,500,000 shares at a price of $3.00 per share on March 4, 2006.

(b)  The Company announced on March 6, 2006 that it has received an intent by U.S. Gold to acquire all of the Company’s outstanding common shares.  Under the proposal, U.S. Gold would offer 0.63 share of U.S. Gold common stock for each outstanding common share of the Company.  To date this transaction has not closed.

Item 9.   The Offering and Listing

A.           Price History of Stock

The high and low prices expressed in Canadian dollars on the TSX-V for the Company’s common stock and the high and low prices expressed in United States dollars quoted on the OTCBB for the last six months, subsequent period, and for each quarter for the last two fiscal years.

	TSX-V (Canadian Dollars)		OTCBB  (United States Dollars)
Last Six Months	High	Low	High	Low
June 2006	4.40	3.15	3.98	2.90
May 2006	5.75	3.56	5.01	3.20
April 2006	6.99	4.56	5.37	4.38
March 2006	6.34	3.43	5.45	2.85
February 2006	3.62	3.19	3.10	2.79
January 2006	3.95	3.07	3.30	2.62

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	TSX-V (Canadian Dollars)		OTCBB  (United States Dollars)
Subsequent Period	High	Low	High	Low
First Quarter ended April 30, 2006	6.99	3.19	5.45	2.79
2005-2006	High	Low	High	Low
Fourth Quarter ended January 31, 2006	4.17	0.99	3.30	0.80
Third Quarter ended October 31, 2005	2.10	1.30	1.71	1.06
Second Quarter ended July 31, 2005*	1.89	1.31	1.49	1.07
First Quarter ended April 30, 2005*	2.20	1.33	1.99	1.07
2004-2005	High	Low	High	Low
Fourth Quarter ended January 31, 2005*	1.95	1.12	1.60	0.90
Third Quarter ended October 31, 2004*	2.50	1.90	2.40	1.06
Second Quarter ended July 31, 2004*	0.37	0.19	0.28	0.19
First Quarter ended April 30, 2004*	0.43	0.26	0.33	0.20
Last Five Fiscal Years	High	Low	High	Low
2006 Annual	4.17	0.99	3.30	0.80
2005 Annual*	4.30	1.12	2.40	0.90
2004 Annual*	0.61	0.25	0.45	0.20
2003 Annual*	0.68	0.14	0.48	0.09
2002 Annual*	0.38	0.12	0.25	0.08

* On July 30, 2004, the shareholders approved a 10:1 share consolidation.  The share consolidation was effective September 14, 2004.  These share prices reflect the pre-consolidation shares.

B.           Plan of Distribution

Not Applicable.

C.           Markets

The Common stock of the Company is listed on the TSX-V under the symbol “CGR”, in the United States on the OTCBB, under the symbol “CGREF” and on the FSE under the symbol “GV8”.

D.           Selling Shareholders

Not Applicable.

E.           Dilution

Not Applicable.

F.           Expenses of the Issue.

Not Applicable.

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Item 10.  Additional Information

A.           Share Capital

Not Applicable.

B.           Memorandum and Articles of Association

Carol Energy Corporation was incorporated on January 22, 1981 under the Company Act of the Province of British Columbia, which changed its name to Coral Energy Corporation on March 3, 1981.  On September 9, 1987, Coral Energy Corporation changed its name to the Coral Gold Corp. On September 13, 2004, the Company changed its name to Coral Gold Resources Ltd. in conjunction with a 10:1 share consolidation.  It is anticipated that this consolidation may help the Company access institutional investors in both the United States and Europe.

Common Shares

All issued and outstanding common shares are fully paid and non-assessable.  Each holder of record of common shares is entitled to one vote for each common share so held on all matters requiring a vote of shareholders, including the election of directors.  The holders of common shares will be entitled to dividends on a pro-rata basis, if and when as declared by the board of directors.  There are no preferences, conversion rights, preemptive rights, subscription rights, or restrictions or transfers attached to the common shares.  In the event of liquidation, dissolution, or winding up of the Company, the holders of common shares are entitled to participate in the assets of the Company available for distribution after satisfaction of the claims of creditors.

Powers and Duties of Directors

The directors shall manage or supervise the management of the affairs and business of the Company and shall have authority to exercise all such powers of the Company as are not, by the Company Act or by the Memorandum or Articles, required to be exercised by the Company in a general meeting.

Directors will serve as such until the next annual meeting.  In general, a director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company whereby a duty or interest might be created to conflict with his duty or interest as a director, that director shall declare the nature and extent of his interest in such contract or transaction or the conflict or potential conflict with his duty and interest as a director.  Such director shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he shall do so, his vote shall not be counted, but he shall be counted in the quorum present at the meeting at which such vote is taken.  However, notwithstanding the foregoing, directors shall have the right to vote on determining the remuneration of the directors.

The directors may from time to time on behalf of the Company:  (a) borrow money in such manner and amount from such sources and upon such terms and conditions as they think fit; (b) issue bonds, debentures and other debt obligations; or (c) mortgage, charge or give other security on the whole or any part of the property and assets of the Company.

The majority of the directors of the Company must be persons ordinarily resident in Canada and one director of the Company must be ordinarily resident in British Columbia and be of the full age of 18 years. There is no minimum share ownership to be a Director.  No person shall be a Director of the Company who is not capable of managing their own affairs; is an undischarged bankrupt; convicted of an offense in connection with the promotion, formation or management of a corporation or involved in fraud within the last five years; or a person that has had a registration in any capacity under the “British Columbia Securities Act” or the "British Columbia Mortgage Brokers Act" canceled within the last five years.

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Shareholders

An annual general meeting shall be held once in every calendar year at such time and place as may be determined by the directors.  A quorum at an annual general meeting and special meeting shall be two shareholders or one or more proxy holder representing two shareholders, or one shareholder and a proxy holder representing another shareholder.  There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Canada Act, (the “Investment Act”) discussed below under “Item 10. Additional Information, D. Exchange Controls.”

In accordance with British Columbia law, directors shall be elected by an “ordinary resolution” which means: (a) a resolution passed by the shareholders of the Company in general meeting by a simple majority of the votes cast in person or by proxy: or (b) a resolution that has been submitted to the shareholders of the Company who would have been entitled to vote on it in person or by proxy at a general meeting of the Company and that has been consented to in writing by such shareholders of the Company holding shares carrying not less than 3/4 of the votes entitled to be cast on it.

Under British Columbia law certain items such as an amendment to the Company’s articles or entering into a merger requires approval by a special resolution which shall mean: (a) a resolution passed by a majority of not less than 3/4 of the votes cast by the shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the company; or (b) a resolution consented to in writing by every shareholder of the Company who would have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Company.

C.           Material Contracts

Except as otherwise disclosed in this annual report, the Company has not entered into any material contracts.

D.           Exchange Controls

There is no law, governmental decree or regulation in Canada that restricts the export or import of capital or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares other than withholding tax requirements.  Any such remittances to United States residents are subject to withholding tax.  See “Taxation.”

There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Act.  The following discussion summarizes the principal features of the Investment Act for a non-resident who proposes to acquire the common shares of the Company.

The Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an “entity”) that is not a "Canadian" as defined in the Investment Act (a “non-Canadian”), unless after review, the Director of Investments appointed by the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada.  An investment in the common shares by a non-Canadian other than a “WTO Investor” (as that term is defined by the Investment Act, and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when the Company was not controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of the assets of the Company, as determined in accordance with the regulations promulgated under the Investment Act, equals or exceeds $5 million for direct acquisition and over $50 million for indirect acquisition, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada's cultural heritage or national identity, regardless of the value of the assets of the Company.  An investment in the common shares by a WTO Investor, or by a non-Canadian when the Company was controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of the assets of the Company, as determined in accordance with the regulations promulgated under the Investment Act was not less than a specified amount, which for 2004 is any amount in excess of $137 million.  A non-Canadian would acquire control of the Company for the purposes of the Investment Act if the non-Canadian acquired a majority of the common shares.  The acquisition of one third or more, but less than a majority of the common shares would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer through the ownership of the common shares.

44

Certain transactions relating to the common shares would be exempt from the Investment Act, including:  (a) an acquisition of the common shares by a person in the ordinary course of that person's business as a trader or dealer in securities; (b) an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act; and (c) an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of the common shares, remained unchanged.

E.           Taxation

Canadian Federal Income Tax Consequences

The following summarizes the principal Canadian federal income tax consequences applicable to the holding and disposition of common shares in the capital of the Company by a United States resident, and who holds common shares solely as capital property, referred to as a "U.S. Holder".  This summary is based on the current provisions of the Income Tax Act (Canada), the regulations thereunder, all amendments thereto publicly proposed by the government of Canada, the published administrative practices of Revenue Canada, Customs, Excise and Taxation, and on the current provisions of the Canada-United States Income Tax Convention, 1980, as amended, referred to as the "Treaty".  Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign (including without limitation, any U.S.) tax law or treaty.  It has been assumed that all currently proposed amendments will be enacted substantially as proposed and that there is no other relevant change in any governing law or practice, although no assurance can be given in these respects.

Each U.S. Holder is advised to obtain tax and legal advice applicable to such U.S. Holder’s particular circumstances.

Every U.S. Holder is liable to pay a Canadian withholding tax on every dividend that is or is deemed to be paid or credited to the U.S. Holder on the U.S. Holder’s common shares.  The statutory rate of withholding tax is 25% of the gross amount of the dividend paid.  The Treaty reduces the statutory rate with respect to dividends paid to a U.S. Holder for the purposes of the Treaty.  Where applicable, the general rate of withholding tax under the Treaty is 15% of the gross amount of the dividend, but if the U.S. Holder is a company that owns at least 10% of the voting stock of the Company and beneficially owns the dividend, the rate of withholding tax is 5% for dividends paid or credited after 1996 to such corporate U.S. Holder.  The Company is required to withhold the applicable tax from the dividend payable to the U.S. Holder, and to remit the tax to the Receiver General of Canada for the account of the U.S. Holder.

45

Pursuant to the Tax Act, a U.S. Holder will not be subject to Canadian capital gains tax on any capital gain realized on an actual or deemed disposition of a common share, including a deemed disposition on death, provided that the U.S. Holder did not hold the common share as capital property used in carrying on a business in Canada, and that neither the U. S. Holder nor persons with whom the U.S. Holder did not deal at arm's length (alone or together) owned or had the right or an option to acquire 25% or more of the issued shares of any class of the Company at any time in the five years immediately preceding the disposition.

United States Federal Income Tax Consequences

Passive Foreign Investment Company.

The Company believes that it is a passive foreign investment company, referred to as a "PFIC" for United States federal income tax purposes with respect to a United States Investor.  The Company will be a PFIC with respect to a United States Investor if, for any taxable year in which such United States Investor held the Company’s shares, either (i) at least 75 % of the gross income of the Company for the taxable year is passive income, or (ii) at least 50% of the Company’s assets are attributable to assets that produce or are held for the production of passive income.  In each case, the Company must take into account a pro rata share of the income and the assets of any company in which the Company owns, directly or indirectly, 25% or more of the stock by value (the “look-through” rules).  Passive income generally includes dividends, interest, royalties, rents (other than rents and royalties derived from the active conduct of a trade or business and not derived from a related person), annuities, and gains from assets that produce passive income.  As a publicly traded corporation, the Company would apply the 50% asset test based on the value of the Company’s assets.

Because the Company believes it qualifies as a PFIC, unless a United States Investor who owns shares in the Company (i) elects (a section 1295 election) to have the Company treated as a “qualified electing fund”, referred to as a "QEF" (described below), or (ii) marks the stock to market (described below), the following rules apply:

1.     Distributions made by the Company during a taxable year to a United States Investor who owns shares in the Company that are an “excess distribution” (defined generally as the excess of the amount received with respect to the shares in any taxable year over 125% of the average received in the shorter of either the three previous years or such United States Investor's holding period before the taxable year) must be allocated ratably to each day of such shareholder’s holding period.  The amount allocated to the current taxable year and to years when the corporation was not a PFIC must be included as ordinary income in the shareholder’s gross income for the year of distribution.  The remainder is not included in gross income but the shareholder must pay a deferred tax on that portion.  The deferred tax amount, in general, is the amount of tax that would have been owed if the allocated amount had been included in income in the earlier year, plus interest.  The interest charge is at the rate applicable to deficiencies in income taxes.

2.     The entire amount of any gain realized upon the sale or other disposition of the shares will be treated as an excess distribution made in the year of sale or other disposition and as a consequence will be treated as ordinary income and, to the extent allocated to years prior to the year of sale or disposition, will be subject to the interest charge described above.

A shareholder that makes a section 1295 election will be currently taxable on his or her pro rata share of the Company’s ordinary earnings and net capital gain (at ordinary income and capital gains rates, respectively) for each taxable year of the Company, regardless of whether or not distributions were received. The shareholder’s basis in his or her shares will be increased to reflect taxed but undistributed income.  Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the shares and will not be taxed again as a distribution to the shareholder.

46

A shareholder may make a section 1295 election with respect to a PFIC for any taxable year of the shareholder (a "shareholder’s election year").  A section 1295 election is effective for the shareholder’s election year and all subsequent taxable years of the shareholder.  Procedures exist for both retroactive elections and filing of protective statements.  Once a section 1295 election is made it remains in effect, although not applicable, during those years that the Company is not a PFIC.  Therefore, if the Company re-qualifies as a PFIC, the section 1295 election previously made is still valid and the shareholder is required to satisfy the requirements of that election.  Once a shareholder makes a section 1295 election, the shareholder may revoke the election only with the consent of the Commissioner.

If the shareholder makes the section 1295 election for the first tax year of the Company as a PFIC that is included in the shareholder’s holding period, the PFIC qualifies as a pedigreed QEF with respect to the shareholder.  If a QEF is an unpedigreed QEF with respect to the shareholder, the shareholder is subject to both the non-QEF and QEF regimes.  Certain elections are available which enable shareholders to convert an unpedigreed QEF into a pedigreed QEF thereby avoiding such dual application.

A shareholder making the section 1295 election must make the election on or before the due date, as extended, for filing the shareholder’s income tax return for the first taxable year to which the election will apply.  A shareholder must make a section 1295 election by completing Form 8621; attaching said Form to its federal income tax return; and reflecting in the Form the information provided in the PFIC Annual Information Statement or if the shareholder calculated the financial information, a statement to that effect.  The PFIC Annual Information Statement must include the shareholder’s pro rata shares of the ordinary earnings and net capital gain of the PFIC for the PFIC’s taxable year or information that will enable the shareholder to calculate its pro rata shares.  In addition, the PFIC Annual Information Statement must contain information about distributions to shareholders and a statement that the PFIC will permit the shareholder to inspect and copy its permanent books of account, records, and other documents of the PFIC necessary to determine that the ordinary earnings and net capital gain of the PFIC have been calculated according to federal income tax accounting principles.  A shareholder may also obtain the books, records and other documents of the foreign corporation necessary for the shareholder to determine the correct earnings and profits and net capital gain of the PFIC according to federal income tax principles and calculate the shareholder’s pro rata shares of the PFIC’s ordinary earnings and net capital gain.  In that case, the PFIC must include a statement in its PFIC Annual Information Statement that it has permitted the shareholder to examine the PFIC’s books of account, records, and other documents necessary for the shareholder to calculate the amounts of ordinary earnings and net capital gain.  A shareholder that makes a Section 1295 election with respect to a PFIC held directly or indirectly, for each taxable year to which the Section 1295 election applies, must comply with the foregoing submissions.

Because the Company’s stock is “marketable” under section 1296(e), a U.S. Investor may elect to mark the stock to market each year.  In general, a PFIC shareholder who elects under section 1296 to mark the marketable stock of a PFIC includes in income each year an amount equal to the excess, if any, of the fair market value of the PFIC stock as of the close of the taxable year over the shareholder’s adjusted basis in such stock.  A shareholder is also generally allowed a deduction for the excess, if any, of the adjusted basis of the PFIC stock over the fair market value as of the close of the taxable year.  Deductions under this rule, however, are allowable only to the extent of any net mark to market gains with respect to the stock included by the shareholder for prior taxable years.  While the interest charge regime under the PFIC rules generally does not apply to distributions from and dispositions of stock of a PFIC where the U.S. Investor has marked to market, coordination rules for limited application will apply in the case of a U.S. Investor that marks to market PFIC stock later than the beginning of the shareholder's holding period for the PFIC stock.

47

Special rules apply with respect to the calculation of the amount of the foreign tax credit with respect to excess distributions by a PFIC or inclusions under a QEF.

Controlled Foreign Corporations.

Sections 951 through 964 and Section 1248 of the Code relate to controlled foreign corporations, referred to as "CFCs".  A foreign corporation that qualifies as a CFC will not be treated as a PFIC with respect to a shareholder during the portion of the shareholder’s holding period after December 31, 1997, during which the shareholder is a 10% United States shareholder and the corporation is a CFC.  The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to shareholders that are less than 10% United States shareholders.

The 10% United States shareholders of a CFC are subject to current United States tax on their pro rata shares of certain income of the CFC and their pro rata shares of the CFC’s earnings invested in certain United States property.  The effect is that the CFC provisions may impute some portion of such a corporation’s undistributed income to certain shareholders on a current basis and convert into dividend income some portion of gains on dispositions of stock, which would otherwise qualify for capital gains treatment.

The Company does not believe that it will be a CFC.  It is possible that the Company could become a CFC in the future.  Even if the Company were classified as a CFC in a future year, however, the CFC rules referred to above would apply only with respect to 10% shareholders.

Personal Holding Company

A corporation will be classified as a personal holding company, referred to as a "PHC" if at any time during the last half of a tax year (i) five or fewer individuals (without regard to their citizenship or residence) directly or indirectly or by attribution own more than 50% in value of the corporation’s stock and (ii) at least 60% of its ordinary gross income, as specially adjusted, consists of personal holding company income (defined generally to include dividends, interest, royalties, rents and certain other types of passive income).  A PHC is subject to a United States PHC tax of 15% on its undistributed personal holding company income (generally limited, in the case of a foreign corporation, to United States source income) in addition to United States federal income tax.

The Company believes that it is not and will not be a PHC.  However, no assurance can be given as to the Company’s future status.

U.S. Information Reporting and Backup Withholding.

Dividends are generally subject to the information reporting requirements of the Code.  Dividends may be subject to backup withholding at the rate of 28% for 2006 unless the holder provides a taxpayer identification number on a properly completed Form W-9 or otherwise establishes an exemption.

The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the United States Investor's federal income tax liability.

48

Filing of Information Returns.

Under a number of circumstances, a United States Investor acquiring shares of the Company may be required to file an information return.  In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return.  Other filing requirements may apply, and United States Investors should consult their own tax advisors concerning these requirements.

F.           Dividends and Paying Agents

Not Applicable.

G.           Statement by Experts

Not Applicable.

H.           Documents on Display

The Company is required to file financial statements and other information with the Securities Commission in the Provinces of British Columbia, Ontario and Alberta, electronically through the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be viewed at www.sedar.com.

The Company files annual reports and furnishes other information with the Securities and Exchange Commission.  You may read and copy any document that we file at the Commission’s Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 or by accessing the Commission’s website (http://www.sec.gov).

Copies of the Company’s material contracts are kept in the Company’s administrative headquarters.

I.           Subsidiary Information

Not Applicable.

Item 11.  Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 12.  Description of Securities Other than Equity Securities

Not Applicable.

Item 13.  Defaults, Dividend Arrearages and Delinquencies

None.

Part II

Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

49

Item 15. Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's chief executive officer along with the Company's principal financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.  Based upon that evaluation, the Company's chief executive officer along with the Company's principal financial officer concluded that the Company's disclosure controls and procedures as of the end of the fiscal year covered by this Form 20-F are effective in timely alerting them to material information relating to the Company required to be included in this Form 20-F.

Subsequent to the period covered by this Annual Report, the Company assessed the design of the internal controls over financial reporting as at January 31, 2007 and concluded that there are material weaknesses in internal controls over financial reporting, which are as follows:

a)   Due to the limited number of staff resources, the Company believes there are instances where a lack of segregation of duties exist to provide effective controls; and

b)   Due to the limited number of staff resources, the Company may not have the necessary in-house knowledge to address complex accounting and tax issues that may arise.

The weaknesses and their related risks are not uncommon in a company the size of Coral Gold because of limitations in size and number of staff.  The Company believes it has taken initial steps to mitigate these risks by consulting outside advisors and involving the Audit Committee and Board of Directors in reviews and consultations where necessary.  However, these weaknesses in internal controls over financial reporting could result in a more than remote likelihood that a material misstatement would not be prevented or detected. The Company believes that it must take additional steps to further mitigate these risks by consulting outside advisors on a more regular and timely basis.

Item 16A.  Audit Committee Financial Report

The Board of Directors determined that Mr. Gary Robertson is an “audit committee financial expert” as defined in Item 16A of Form 20-F under the Exchange Act, and that Mr. Robertson is independent as per the applicable rules promulgated by the SEC.

Item 16B.  Code of Ethics

The Company has not currently adopted a code of ethics but is evaluating its internal procedures to determine the necessity of same.  In the event that it is determined that a code of ethics is necessary, an appropriate code will be implemented.

Item 16C.  Principal Accountant Fees and Services

The independent auditor for the last fiscal year was Ernst & Young LLP, Chartered Accountants.  The prior auditor was Moore Stephens - Ellis Foster, Chartered Accountants.

50

Audit Fees

The aggregate fees billed by the Company’s independent auditors for professional services rendered for the audit of the Company's annual financial statements on Form 20-F for the fiscal year ended January 31, 2006 were $37,600 and January 31, 2005 were $26,125.

Audit-Related Fees

There were no aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Company's financial statements for either the years ended January 31, 2005 or 2006.

Tax Fees

There were no aggregate fees billed for tax compliance, tax advice and tax planning rendered by our independent auditors for the fiscal year ended January 31, 2006, and the amount for such services for the year ended January 31, 2005 was $2,310.  The services comprising these fees include compliance service with respect to Canadian filings and lend assistance to U.S. tax preparers.

All Other Fees

The aggregate fees billed for all other professional services rendered by the Company’s independent auditors for the fiscal year ended January 31, 2006 was $8,300 and January 31, 2005 was $1,240.

The Audit Committee approved 100% of the fees paid to the principal accountant for audit-related, tax and other fees in the fiscal year 2006.  The Audit Committee pre-approves all non-audit services to be performed by the auditor in accordance with the Audit Committee Charter.  The percentage of hours expended on the principal accountant's engagement to audit the Company's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

Item 16D.  Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Part III

Item 17.  Financial Statements

The following Financial Statements pertaining to the Company are filed as part of this annual report:

                                       ;                                                                    

Auditors' Report 54

Consolidated Balance Sheets 57

Consolidated Statements of Operations and Deficit 58

Consolidated Statements of Cash Flows 59

Consolidated Statements of Mineral Properties 60

Notes to Consolidated Financial Statements 61 thru 94

51

Item 18.  Financial Statements

See Item 17.

Item 19.  Exhibits

Exhibit Number	Name
1.1	Memorandum of Coral Gold Resources Ltd.*
1.2	Articles of Coral Gold Resources Ltd.*
8.1	List of Subsidiaries
12.1	Certification of the Principal Executive Officer
12.2	Certification of the Principal Financial Officer
13.1	Certificate of Principal Executive Officer under the Sarbanes-Oxley Act
13.2	Certificate of Principal Financial Officer under the Sarbanes-Oxley Act
13.3	Consent of Expert
15.1	Geological Report on the Robertson Property*
15.2	Update of the Geological Report on the Robertson Property*

___________________________

*  Previously filed.

52

Financial Statements

Coral Gold Resources Ltd.

January 31, 2006, 2005 and 2004

(In Canadian Dollars)

53

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Coral Gold Resources Ltd.

We have audited the accompanying consolidated balance sheet of Coral Gold Resources Ltd. (an exploration stage enterprise) as of January 31, 2006, and the related consolidated statements of operations and deficit, cash flows and mineral properties for the year then ended, and for the period January 22, 1981 (inception) through January 31, 2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements as of January 31, 2005, and for the period January 22, 1981 (inception) through January 31, 2005, were audited by other auditors whose report dated April 13, 2005 expressed an unqualified opinion on those statements prior to restatement. The consolidated financial statements for the period January 22, 1981 (inception) through January 31, 2005 prior to restatement, as described below, included total revenues and net loss of $2,176,079 and $20,510,872, respectively. Our opinion on the consolidated statements of operations and deficit and cash flows for the period January 22, 1981 (inception) through January 31, 2006, insofar as it relates to amounts for prior periods through January 31, 2005 before restatement is based solely on the report of other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Coral Gold Resources Ltd., at January 31, 2006, and the results of its operations and its cash flows for the year then ended and the period from January 22, 1981 (inception) through January 31, 2006, in conformity with Canadian generally accepted accounting principles.

54

The consolidated financial statements of Coral Gold Resources Ltd. as of January 31, 2005 and for the years ended January 31, 2005 and 2004, prior to the adjustments described in notes 2, 3 and 19, were audited by other auditors who have ceased operations. As described in Note 2, the Company recorded a prior period adjustment to apply a full valuation allowance against future income tax assets arising from prior year non-capital loss carry-forwards from the Company’s US operations and deductible temporary differences related to the Company’s Canadian operations, and the Company also recorded a prior period adjustment to reclassify foreign exchange gains or losses incorrectly included in the future income tax expense. In addition, the adjustments described in Note 2 affected the disclosures and reconciliations from Canadian to United States generally accepted accounting principles, as described in Note 19. As previously filed and described in Note 3, the Company recorded prior period adjustments to account for an unrecorded future income tax liability arising from prior years. We audited the adjustments to the 2005 and 2004 financial statements. In our opinion, such adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any procedures to the 2005 and 2004 consolidated financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2005 and 2004 consolidated financial statements taken as a whole.

Our previous audit report dated May 31, 2006 has been withdrawn and the 2006, 2005 and 2004 consolidated financial statements have been restated as described in notes 2 and 19.

Vancouver, Canada,                                                                                     "/s/ Ernst & Young LLP"

May 31, 2006, except as to Notes 2 and 19

which are as of April 24, 2007.                                                                      Chartered Accountants

55

MOORESTEPHENS

ELLISFOSTERLTD.

CHARTERED ACCOUNTANTS

1650 West 1^st Avenue

Vancouver, BC Canada V6J 1G1

Telephone: (604) 734-1112 Facsimile: (604) 714-5916

Website: www.ellisfoster.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of

CORAL GOLD RESOURCES LTD.

(formerly Coral Gold Corp.)

(An Exploration Stage Company)

We have audited the consolidated balance sheets and the consolidated statements of mineral properties of Coral Gold Resources Ltd. (formerly Coral Gold Corp.) (An Exploration Stage Company) and Subsidiaries (the “Company”) as at January 31, 2005 and the consolidated statements of operations and deficit and cash flows for each of the years ended January 31, 2005 and 2004, and for the cumulative period January 22, 1981 (inception) to January 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, these consolidated financial statements presented fairly, in all material respects, the consolidated financial position of the Company as at January 31, 2005 and the results of its operations and its cash flows for each of the years ended January 31, 2005 and 2004, and for the cumulative period January 22, 1981 (inception) to January 31, 2005 in accordance with Canadian generally accepted accounting principles.

Differences between Canadian and United States generally accepted accounting principles affecting the determination of shareholders’ equity at January 31, 2005 and 2004 and the determination of net loss for each of the years in the two-year period ended January 31, 2005 are summarized in note 14.

Vancouver, Canada              “MOORE STEPHENS ELLIS FOSTER LTD.”

April 13, 2005                Chartered Accountants

(except as to note 14 all of which are as of July 21, 2005)

56

Coral Gold Resources Ltd.

CONSOLIDATED BALANCE SHEETS

As at January 31 (In Canadian Dollars)

	2006			2005
	$			$
	restated [note 2]			restated [notes 2 and 3]
ASSETS
Current
Cash and cash equivalents		663,071			1,472,146
Advances receivable [note 14(a)]		62,358			78,101
Prepaid expenses		69,856			12,647
		795,285			1,562,894
Investment securities [note 6]		147,408			129,934
Loan receivable [note 14(g)]		83,000			50,000
Equipment [note 7]		3,634			4,543
Mineral properties [note 8]		10,095,609			8,472,255
Reclamation deposit [note 9]		260,976			518,057
		11,385,912			10,737,683
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities [note 14(h)]		696,810			85,937
Advances payable to related parties [note 14(b)]		61,956			76,352
		758,766			162,289
Site restoration obligation [note 15]		16,000			—
Future income tax liability [notes 4 and 16]		2,926,084			2,599,608
Non-controlling interest		10,320			—
Shareholders’ equity
Subscriptions received in advance [note 10]		60,000			—
Share subscriptions receivable		—			(11,945	)
Share capital [note 11]		31,560,337			30,754,678
Contributed surplus [note 12]		1,428,173			343,533
Deficit		(25,373,768	)		(23,110,480	)
		7,674,742			7,975,786
		11,385,912			10,737,683

Commitments [note 13]

See accompanying notes

On behalf of the Board:

"/s/ Louis Wolfin"                                      "/s/" David Wolfin"

Director                                                          Director

57

Coral Gold Resources Ltd.

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

As at January 31 (In Canadian Dollars)

	For the period from inception on January 22, 1981 to January 31, 2006			2006			2005			2004
	$			$			$			$
	restated			restated			restated			restated
	[note 2]			[note 2]			[notes 2 and 3]			[notes 2 and 3]
REVENUE
Sales		2,176,079			—			—			—
Cost of sales		(5,383,348	)		—			—			—
		(3,207,269	)		—			—			—
EXPENSES
Administrative services		1,058,598			—			—			—
Amortization		2,728			909			1,136			684
Consulting fees [note 14(c)]		227,528			40,603			41,480			29,262
Directors fees [note 14(e)]		75,763			12,000			14,000			24,000
Investor relations and shareholder information		1,901,480			85,283			74,075			143,217
Legal and accounting		2,599,764			208,314			74,308			80,571
Listing and filing fees		137,275			17,532			20,428			43,626
Management fees [note 14(d)]		354,500			105,000			75,000			90,000
Office and miscellaneous		2,036,612			82,007			93,910			118,872
Salaries and benefits		921,759			625,351			79,929			55,437
Stock-based compensation		1,399,633			1,056,100			343,533			—
Transfer agent fees		52,056			9,124			12,470			11,437
Travel		931,194			59,760			35,816			43,396
		11,698,890			2,301,983			866,085			640,502
Loss before the following		(14,906,159	)		(2,301,983	)		(866,085	)		(640,502	)
Other items
Interest income		854,290			20,454			33,786			15,184
Foreign exchange gain		470,355			193,650			110,909			209,538
Gain realized on disposition of
option on property		143,552			—			—			—
Gain on sale of investment		17,692			—			—			—
Recovery (writedown) of advances receivable		(348,323	)		12,467			—			36,320
Financing costs		(341,006	)		—			—			—
Writedown of investment securities		(809,828	)		—			—			(19,007	)
Loss on equipment disposals		(32,784	)		—			—			—
Writedown of equipment		(16,335	)		—			—			—
Writedown of mineral properties		(7,110,148	)		—			—			(4,968	)
Loss for the year before future income
taxes and non-controlling interest		(22,078,694	)		(2,075,412	)		(721,390	)		(403,435	)
Future income tax expense [note 16]		(3,295,063	)		(187,865	)		(262,275	)		(136,379	)
Non-controlling interest loss		(11	)		(11	)		—			—
Loss for the period		(25,373,768	)		(2,263,288	)		(983,665	)		(539,814	)
Deficit, beginning of the period					(23,110,480	)		(22,126,815	)		(21,587,001	)
Deficit, end of the period					(25,373,768	)		(23,110,480	)		(22,126,815	)
Basic and diluted:
Loss per share					(0.47	)		(0.21	)		(0.15	)
Weighted average number of common shares outstanding					4,789,881			4,629,892			3,686,398
See accompanying notes

58

Coral Gold Resources Ltd.

CONSOLIDATED STATEMENTS OF CASH FLOWS

As at January 31 (In Canadian Dollars)

	For the period from inception on January 22, 1981 to January 31, 2006			2006			2005			2004
	$			$			$			$
	restated			restated			restated			restated
	[note 2]			[note 2]			[note 2]			[note 2]
OPERATING ACTIVITIES
Loss for the period		(25,373,768	)		(2,263,288	)		(983,665	)		(539,814	)
Adjustments for items not involving cash:
Amortization		2,728			909			1,136			684
Writedown of equipment		16,335			—			—			—
Stock based compensation		1,399,633			1,056,100			343,533			—
Non-controlling interest		11			11			—			—
Future income tax expense		3,295,063			187,865			262,275			136,379
Writedown of investment securities		809,828			—			—			19,007
Writedown of mineral properties		7,110,148			—			—			4,968
Writedown of advances receivable		348,323			12,467			—			(36,320	)
Loss on equipment disposals		32,784			—			—			—
Gain on sales of investments		(17,692	)		—			—			—
Gain realized on disposition of option on property		(143,552	)		—			—			—
Foreign exchange gain		(721,641	)		(214,051	)		(157,429	)		(350,161	)
Change in non-cash working capital:
(Increase) decrease in advances receivable		(410,681	)		3,276			(21,556	)		(19,258	)
(Increase) decrease prepaid expenses		(69,856	)		(57,209	)		(1,671	)		(10,976	)
Investment securities		(119,174	)		—			—			—
Increase (decrease) in accounts payable and accrued liabilities		696,810			610,873			7,590			(152,419	)
(Decrease) increase in advances payable		61,956			(14,396	)		(6,397	)		(73,985	)
Cash used in operating activities		(13,082,745	)		(677,443	)		(556,184	)		(1,021,895	)
INVESTING ACTIVITIES
Mineral properties acquisition and exploration expenditures incurred		(16,023,742	)		(584,880	)		(897,908	)		(420,054	)
Acquisition of Marcus Corporation		(14,498	)		(14,498	)		—			—
Proceeds on sale of equipment		92,732			—			—			—
Loan receivable		(83,000	)		(33,000	)		(50,000	)		—
Purchase of equipment		(145,485	)		—			—			(2,943	)
Purchase of investments		(939,776	)		(17,474	)		—			—
Advances receivable recovered		—			—			—			36,320
Decrease (increase) in reclamation deposit amounts		(260,976	)		257,081			33,662			651,433
Cash provided by (used in investing activities)		(17,374,745	)		(392,771	)		(914,246	)		264,756
FINANCING ACTIVITIES
Subscriptions received in advance		60,000			60,000			—			791,720
Cash from share subscriptions receivable		—			11,945			58,700			—
Issuance of shares for cash, net		31,031,432			189,194			316,720			2,196,541
Cash provided by financing activities		31,091,432			261,139			375,420			2,988,261
Net increase (decrease) in cash and cash equivalents		633,942			(809,075	)		(1,095,010	)		2,231,122
Cash and cash equivalents, beginning of year		29,129			1,472,146			2,567,156			336,034
Cash and cash equivalents, end of year		663,071			663,071			1,472,146			2,567,156
Supplementary disclosure of cash flow information:
Cash paid during the year for:
Interest					40			145			730
Income taxes					—			—			—
See accompanying notes

59

Coral Gold Resources Ltd.

CONSOLIDATED STATEMENTS OF MINERAL PROPERTIES

As at January 31 (In Canadian Dollars)

	Acquisition Cost		Exploration Expenditures		Proceeds of Interest Disposed of			Total
	$		$		$			$
Robertson Property [note 8(a)(i) and 8(a)(iii)]
Balance, January 31, 2004		801,956		8,675,800		(1,937,625	)		7,540,131
2005 transactions, net		—		890,292		—			890,292
Balance, January 31, 2005		801,956		9,566,092		1,937,625	)		8,430,423
2006 transactions, net		—		1,623,354		—			1,623,354
Balance, January 31, 2006		801,956		11,189,446		(1,937,625	)		10,053,777
Ruf and Norma Sass Properties [note 8(a)(ii)]
Balance, January 31, 2004		—		73,514		(39,301	)		34,213
2005 transactions, net		—		7,616		—			7,616
Balance, January 31, 2005		—		81,130		(39,301	)		41,829
2006 transactions, net		—		—		—			—
Balance, January 31, 2006		—		81,130		(39,301	)		41,829
Eagle Property [note 8(b)]
Balance, January 31, 2004,
2005 and 2006		1		—		—			1
Ludlow Property [note 8(c)]
Balance, January 31, 2004,
2005 and 2006		1		—		—			1
JDN Property [note 8(d)]
Balance, January 31, 2004,
2005 and 2006		1		—		—			1
Total Properties		801,959		11,270,576		(1,976,926	)		10,095,609

See accompanying notes

60

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

1.   NATURE OF BUSINESS AND GOING CONCERN

These consolidated financial statements have been prepared on a going-concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future. The Company is in the process of exploring its mineral interests and has not yet determined whether these properties contain ore reserves that are economically recoverable. The continued operations of the Company and the recoverability of mineral property costs is dependent upon the discovery of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development and upon future profitable production. Management’s plan in this regard is to raise equity financing as required.

2.  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously issued to its shareholders the 2006 annual audited consolidated financial statements (the “2006 consolidated financial statements”), consisting of consolidated balance sheets as at January 31, 2006 and 2005 and consolidated statements of operations and deficit and cash flows for each of the years in the three year period ended January 31, 2006, 2005 and 2004 and for the cumulative period January 22, 1981 (inception) to January 31, 2006, in its 2006 Annual Report. The 2006 consolidated financial statements were prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and reconciled to United States generally accepted accounting principles (“U.S. GAAP”). The 2006 consolidated financial statements were previously issued with an unqualified audit opinion from Ernst & Young LLP on those statements dated May 31, 2006.

Included in the previously issued 2006 consolidated financial statements was a prior period adjustment, which is described in note 3.

The 2006 consolidated financial statements along with prior years’ consolidated financial statements have been restated. Ernst & Young LLP was not the auditor of the prior years’ consolidated financial statements, being as at and for the years ended January 31, 2005 and 2004. Ernst & Young LLP have audited the adjustments to the prior years’ consolidated financial statements because the Company’s previous auditors, Moore Stephens Ellis Foster Ltd., have ceased operations and are no longer available to issue an audit opinion on the adjustments. The adjustments are as follows:

61

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

2.  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

(a) Valuation allowance

In the 2006 consolidated financial statements the future income tax liability was presented net of future income tax assets arising from prior year non-capital loss carry-forwards from the Company’s US operations and deductible temporary differences related to the Company’s Canadian operations. As the Company is in the development stage, a full valuation allowance should have been applied against the future income tax assets.

As the Company had not applied a full valuation allowance, the 2006 consolidated financial statements, including the consolidated financial statements of previous years, have been restated. The future income tax liabilities presented in the restated consolidated financial statements are presented at their gross value; the future income tax expense, loss for the year and deficit have also been adjusted.

(b) Foreign exchange

In the 2006 consolidated financial statements, the future income tax expense included amounts related to foreign exchange changes. The Company’s operations in the United States that give rise to the future tax liabilities are integrated with those of the Company’s head office in Canada. Therefore, the foreign exchange changes of the future income tax liability should have been presented as part of the foreign exchange gain or loss for the year.

As the Company had recorded the effect of foreign exchange changes through the future income tax expense, an adjustment to restate the foreign exchange gain or loss and future income tax expense was recorded, and presented in these restated consolidated financial statements.

62

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

2.  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

(c) Effect of the restatement on the consolidated financial statements

	For the period January 22, 1981 (inception) to January 31, 2006
	As originally reported			Valuation allowance			Foreign exchange			As restated
	$			$			$			$
Consolidated statements of operations and deficit:
Foreign exchange gain (loss)		(251,286	)		—			721,641			470,355
Loss for the period before future income taxes and non-controlling interest		(22,800,335	)		—			721,641			(22,078,694	)
Future income tax expense		(1,096,000	)		(1,477,422	)		(721,641	)		(3,295,063	)
Loss for the period		(23,896,346	)		(1,477,422	)		—			(25,373,768	)
Consolidated statements of cash flows:
Loss for the period		(23,896,346	)		(1,477,422	)		—			(25,373,768	)
Adjustments for items not involving cash:
- future income tax expense		1,096,000			1,477,422			721,641			3,295,063
- foreign exchange gain		—			—			(721,641	)		(721,641	)

63

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

2.  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

	2006
	As originally reported			Valuation allowance			Foreign exchange			As restated
	$			$			$			$
Consolidated balance sheets:
Future income tax liability		1,448,662			1,477,422			—			2,926,084
Deficit		(23,896,346	)		(1,477,422	)		—			(25,373,768	)
Shareholders’ equity		9,152,164			(1,477,422	)		—			7,674,742
Consolidated statements of operations and deficit:
Foreign exchange gain (loss)		(20,401	)		—			214,051			193,650
Loss for the period before future income taxes and non-controlling interest		(2,289,463	)		—			214,051			(2,075,412	)
Future income tax expense		(778,000	)		804,186			(214,051	)		(187,865	)
Loss for the period		(3,067,474	)		804,186			—			(2,263,288	)
Deficit, beginning of period		(20,828,872	)		(2,281,608	)		—			(23,110,480	)
Deficit, end of period		(23,896,346	)		(1,477,422	)		—			(25,373,786	)
Basic and diluted: loss per share		(0.64	)								(0.47	)
Consolidated statements of cash flows:
Loss for the period		(3,067,474	)		804,186			—			(2,263,288	)
Adjustments for items not involving cash:
- future income tax expense		778,000			(804,186	)		214,051			187,865
- foreign exchange gain		—			—			(214,051	)		(214,051	)

64

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

2.  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

	2005
	As originally reported			Valuation allowance			Foreign exchange			As restated
	$			$			$			$
Consolidated balance sheets:
Future income tax liability		318,000			2,281,608			—			2,599,608
Deficit		(20,828,872	)		(2,281,608	)		—			(23,110,480	)
Shareholders’ equity		10,257,394			(2,281,608	)		—			7,975,786
Consolidated statements of operations and deficit:
Foreign exchange gain (loss)		(46,520	)		—			157,429			110,909
Loss for the period before future income taxes and non-controlling interest		(878,819	)		—			157,429			(721,390	)
Future income tax expense		—			(104,846	)		(157,429	)		(262,275	)
Loss for the period		(878,819	)		(104,846	)		—			(983,665	)
Deficit, beginning of period		(19,950,053	)		(2,176,762	)		—			(22,126,815	)
Deficit, end of period		(20,828,872	)		(2,281,608	)		—			(23,110,480	)
Basic and diluted: loss per share		(0.19	)								(0.21	)
Consolidated statements of cash flows:
Loss for the period		(878,819	)		(104,846	)		—			(983,665	)
Adjustments for items not involving cash:
- future income tax expense		—			104,846			157,429			262,275
- foreign exchange gain		—			—			(157,429	)		(157,429	)

65

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

	2004
	Previously reported			Valuation allowance adjustment			Foreign exchange adjustment			As restated
	$			$			$			$
Consolidated statements of operations and deficit:
Foreign exchange gain (loss)		(140,623	)		—			350,161			209,538
Loss for the period before future income taxes and non-controlling interest		(753,596	)		—			350,161			(403,435	)
Future income tax expense		—			213,782			(350,161	)		(136,379	)
Loss for the period		(753,596	)		213,782			—			(539,814	)
Deficit, beginning of period		(19,196,457	)		(2,390,544	)		—			(21,587,001	)
Deficit, end of period		(19,950,053	)		(2,176,762	)		—			(22,126,815	)
Basic and diluted: loss per share		(0.20	)								(0.15	)
Consolidated statements of cash flows:
Loss for the period		(753,596	)		213,782			—			(539,814	)
Adjustments for items not involving cash:
- future income tax expense		—			(213,782	)		350,161			136,379
- foreign exchange gain		—			—			(350,161	)		(350,161	)

3.  PRIOR PERIOD ADJUSTMENT

During the year the Company recorded a prior period adjustment to account for an unrecorded future income tax liability arising from prior years. The effect of the restatement is that future income tax liability and deficit increased by $318,000 at January 31, 2005. The unrecorded future income tax liability pertained to periods prior to February 1, 2003, and as a result, the deficit, beginning of the period as disclosed in the consolidated statements of operations and deficit for the years ended January 31, 2005 and 2004 also increased by $318,000. The unrecorded future income tax liability did not change the Company’s loss for the period for either of the years ended January 31, 2005 or 2004.

66

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

4.  MARCUS CORPORATION ACQUISITION

During the year ended January 31, 2006, the Company completed the following acquisition which was accounted for by the purchase method with effect from the date of acquisition.

On September 15, 2005, the Company acquired 98.49% of the issued and outstanding capital of Marcus Corporation (“Marcus”). The Company acquired the shares at a total cost, including costs of acquisition of $15,992, of $660,997. Consideration for the acquisition was paid through the issuance of common shares of the Company totalling 347,964, and 173,975 common share purchase warrants. The common shares were valued at $1.52 per share. The warrants were valued at $116,100 using the Black-Scholes option pricing model. The consideration has been allocated to identifiable assets acquired and liabilities assumed based on their estimated fair values with the excess consideration recorded to goodwill, as follows:

	$
Cash		1,494
Mineral properties		1,022,231
Future income taxes		(352,662	)
Non-controlling interest		(10,066	)
		660,997

5.  SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Coral Resources, Inc. and Coral Energy Corporation of California and its 98.49% owned subsidiary Marcus. Significant inter-company accounts and transactions have been eliminated.

These consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”), which are in conformity with United States generally accepted accounting principles (“US GAAP”), except as described in note 19 to these consolidated financial statements. All figures are in Canadian dollars unless otherwise stated.

67

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

5.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Mineral properties

The Company is in the exploration stage and defers all expenditures related to its mineral properties until such time as the properties are put into commercial production, sold or abandoned. Under this method, all amounts shown as mineral properties represent costs incurred to date less amounts amortized and/or written off and do not necessarily represent present or future values.

If the properties are put into commercial production, the expenditures will be depleted based upon the proven and probable reserves available. If the properties are sold or abandoned, the expenditures will be charged to operations. The Company does not accrue the estimated future costs, such as land taxes, of maintaining in good standing its mineral properties.

The carrying values of mineral interests, on a property-by-property basis, will be reviewed by management at least annually to determine if they have become impaired. If impairment is deemed to exist, the mineral property will be written down to its fair value. The ultimate recoverability of the amounts capitalized for the mineral properties is dependent upon the delineation of economically recoverable ore reserves, the Company’s ability to obtain the necessary financing to complete their development and realize profitable production or proceeds from the disposition thereof. Management’s estimates of recoverability of the Company’s investment in various projects have been based on current conditions. However, it is reasonably possible that changes could occur in the near term which could adversely affect management’s estimates and may result in future writedowns of capitalized property carrying values.

Investment securities

The investments in Mill Bay Ventures Inc. (formerly First International Metals Corp.) and Levon Resources Ltd. are carried at cost less writedowns determined to be other than temporary. They will be written down to their net realizable value if and when it has been determined that an other than temporary impairment to their value has occurred.

Fair value of financial instruments

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and cash equivalents, advances receivable, share subscriptions receivable, accounts payable and accrued liabilities and advances payable to related parties. Fair values were assumed to approximate carrying values for these financial instruments, except where noted, since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. Management is of the opinion that the Company is not exposed to significant interest, credit or currency risks arising from these financial instruments.

68

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

5.  SIGNIFICANT ACCOUNTING POLICIES (continued)

At January 31, 2006 and 2005, the Company had approximately $nil and $nil, respectively, in cash balances at financial institutions which were in excess of the insured limits. Therefore, the company is not exposed to significant concentrations of credit risk.

Foreign currency translation

Assets and liabilities denominated in foreign currencies are translated into Canadian dollars at exchange rates in effect at the balance sheet date for monetary items and at exchange rates prevailing at the transaction dates for non-monetary items. Revenues and expenses are translated at the average exchange rates prevailing during the year except for amortization, which is translated at historical exchange rates. Gains and losses on translation is included as income (loss) for the year.

Use of estimates

The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.

Impairment of long-term assets

The Company re-evaluates the recoverability of long-term assets, including loan receivable, equipment, mineral properties, and investment securities, based upon estimates using factors such as future asset utilization, business climate and future undiscounted cash flows expected to result from the use of the related assets or be realized on sale. The Company’s policy is to write-down assets to their fair value in the period when it is determined that the carrying amount of the asset is not likely to be recovered.

Equipment

Equipment is recorded at historical cost less accumulated amortization. Amortization is charged to earnings in amounts sufficient to allocate the costs over their estimated useful lives on a straight-line basis using the following annual rates pro-rated from initial utilization:

Computer hardware	20%
Equipment	20%

69

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

5.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and cash equivalents

Cash and cash equivalents include cash on deposit with banks, and highly liquid short-term interest bearing securities with maturities at the purchase date of three months or less.

	2006		2005
	$		$
Cash		663,071		122,146
Cash equivalents		—		1,350,000
		663,071		1,472,146

Loss per share

Diluted loss per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares. The treasury stock method is used to determine the dilutive effect of stock options and other dilutive instruments. The treasury stock method assumes that proceeds received from the exercise of stock options and warrants are used to repurchase common shares at the prevailing market rate.

Basic loss per share is computed using the weighted average number of common shares outstanding during the year.

Income taxes

Income taxes are accounted for using the liability method pursuant to Section 3465, Income Taxes, of The Handbook of the Canadian Institute of Chartered Accountants. Future taxes are recognized for the tax consequences of “temporary differences” by applying enacted or substantively enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect on future taxes for a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. In addition, Section 3465 requires the recognition of future tax benefits to the extent that realization of such benefits is more likely than not.

70

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

5.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Asset retirement obligation

Asset retirement obligations are accounted for pursuant to Section 3110, of the Handbook of the Canadian Institute of Chartered Accountants. It requires the recognition of the fair value of a liability for asset retirement obligations in the year in which such a liability is incurred; when a reasonable estimate can be made. At such time the present value of the asset retirement obligation (referred to as “site restoration obligations”) are to be added to the capitalized cost of the mineral property, and recorded as a liability at the equivalent amount. In periods subsequent to initial measurement, the asset retirement obligation is adjusted for both the passage of time and revisions to the original estimate. The site restoration obligations included in the capitalized cost of the property, as adjusted from time to time, are to be amortized to operations on the unit-of-production basis together with total mineral property costs capitalized.

Stock-based compensation

The Company adopted Section 3870 (“CICA 3870”), Stock-based compensation and other stock-based payments, of the Handbook of the Canadian Institute of Chartered Accountants, which establishes standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services. Section 3870 sets out a fair value based method of accounting that is required for all stock-based transactions. Under the recommendation, direct awards of stock granted to employees and directors are recorded at fair value on the date of grant and the associated expense is amortized over the vesting period.

6.  INVESTMENT SECURITIES

	2006		2005
	$		$
Levon Resources Ltd.
967,571 common shares [2005 - 967,571]		77,117		77,117
Mill Bay Ventures Inc. (formerly First International Metals Corp.)
518,731 common shares [2005 - 324,565]		70,291		52,817
		147,408		129,934

Levon Resources Ltd. (“Levon”) and Mill Bay Ventures Inc. (“Mill Bay”) are related to the Company by way of common management and directors. The fair market value of the Mill Bay and Levon common shares as at January 31, 2006 were $46,688 [2005 - $38,948], and $91,910 [2005 - $96,757], respectively.

71

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

7.  EQUIPMENT

	Cost		Accumulated amortization		Net book value
	$		$		$
2006
Computer hardware		5,926		2,536		3,390
Equipment		436		192		244
		6,362		2,728		3,634
2005
Computer hardware		5,926		1,688		4,238
Equipment		436		131		305
		6,362		1,819		4,543

8.  MINERAL PROPERTIES

(a) Robertson property

The Company has certain interests in 724 patented and unpatented load mining claims located in the Bullion Mining District, Lander County, Nevada, subject to NSR’s ranging from 4% to 10%, and which certain leases provide for advance royalty payments. The Robertson group is recorded under three separate claims groups known as the Core Claims (100% owned), the Carve-out Claims (39% carried interest) and the Norma Sass/Ruff Claims (66.67% owned).

(i) Carve-out Claims - 39% carried interest

By an Agreement dated May 16, 1996, the Company granted Amax Gold Exploration Inc. (“Amax”) an option to purchase a 51% interest in 200 claims. Amax exercised the option by paying twice the amount the Company had incurred in exploration expenditures on the property. Under the terms of the Agreement, the Company could elect, and did elect, to have the 49% of its interest reverted to a 39% carried interest.

72

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

8.  MINERAL PROPERTIES (continued)

(a) Robertson Property (continued)

(i) Carve-out Claims - 39% carried interest (continued)

The Carve-out Claims Option Agreement was assignable by the Company or Amax. On September 13, 1995, the Company optioned 50% of its interest in 54 claims (subsequent known as the Ruff/Sass Claims - see note 7(a)(ii)) to Levon Resources Ltd., and on March 24, 1997 Amax assigned it’s Option to Placer Dome Inc. (“Placer”). On July 11, 1997, Placer exercised its right to acquire a 51% interest in the claims by making a payment to the Company of US $615,359. The claims, that Placer had acquired a 51% interest in, excluded the Ruff/Sass claims as these were released back to the Company by Placer. Pursuant to the terms under the option agreement, the parties entered into an Exploration and Mining Venture Agreement dated July 11, 1997, and the Company exercised its right to have Placer advance the Company’s share of venture costs from inception of the Venture to commencement of commercial production in exchange for an additional undivided 10% interest in the properties.

(ii) Ruff/Norma Sass - 66.67% owned

By an amended Option Agreement dated September 13, 1995, the Company had granted Levon Resources Ltd. (“Levon”), a company related by common directors, an option to purchase a 50% interest in 54 claims known as the Ruff/Sass Claims. On December 31, 2002, the Agreement was amended whereby Levon earned a 33.33% interest in the claims by the issuance to the Company of 300,000 common shares in Levon (received during previous fiscal years) and incurring $350,294 in exploration on the Property (incurred during prior years).

A third party holds a 3% net smelter returns royalty on the production from some of these mining claims, up to a limit of USD$1,250,000.

By an Option Agreement dated December 4, 2002 the Company granted Goldfranchise Corporation (“Goldfranchise”) an Option to acquire a 33 1/3% interest in the Ruff/Norma Sass claims. In order to earn the interest, Goldfranchise must:

a) Pay to Coral US$38,391.50;

b) Incur minimum expenditures on the property in the amount of US $300,000, of which $100,000 on or before December 4, 2003, and the balance of $200,000 on or before December 4, 2004; and

c) Pay to Coral 33 1/3% of all land fees, taxes, advance royalties required to keep the claims in good standing.

73

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

8.  MINERAL PROPERTIES (continued)

(a) Robertson Property (continued)

(ii) Ruff/Norma Sass - 66.67% owned (continued)

This Option Agreement with Goldfranchise has been terminated due Goldfranchise not fulfilling their obligations under the Agreement.

By way of an agreement dated December 30, 2004, the Company and Levon have assigned, sub-leased and granted a mining lease to a subsidiary of Agnico-Eagle Mines Ltd. (“AGE”) on the following properties: the Blue Nugget; the Blue Nugget #1 to #8; the Lander Ranch; the Lander Ranch #1 to the Lander Ranch #25 and the Lander Ranch Extension; the Blue Jay; the T and S; the Norma and the Norma #1 to the Norma #23; the Sass and the Sass #1 to the Sass #10; the DM #1 to the DM #8; the BA #1 to the BA #12; the PC #1 to the PC #20; and the PM #1 to the PM #12, in consideration for the following minimum advance royalty payments (in US dollars) and minimum work commitments:

Date		Advance Royalty (US$)	Minimum Work
Execution of the Agreement	December 30, 2004	$25,000	—
First Anniversary	December 30, 2005	$30,000	13,000 ft of drilling
Second Anniversary	December 30, 2006	$50,000	15,000 ft of drilling
Third Anniversary	December 30, 2007	$75,000	17,000 ft of drilling
Fourth Anniversary	December 30, 2008	$75,000	—
Fifth Anniversary	December 30, 2009	$150,000	—

A minimum of 13,000 ft of exploration drilling was completed as part of the first year’s minimum work commitment. The initial advance royalty payment has been paid and received and the first anniversary payment has been received as well. Upon making the second and third year’s anniversary advance royalty payments, AGE will be obligated to complete the associated minimum work commitment for that year. After the third anniversary, or at anytime after the completion of at least 45,000 ft of drilling, AGE will have earned a 51% interest in the Norma Sass Property.

AGE, at its option, may provide the funds to acquire the leased claims from the underlying owners of such claims for the benefit of AGE, the Company and Levon, to earn an additional 24% interest (bringing AGE’s total interest to 75%). AGE will then have the option of acquiring the remaining 25% interest by producing a positive feasibility study and making a positive production decision.

74

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

8.  MINERAL PROPERTIES (continued)

(a) Robertson Property (continued)

(ii) Ruff/Norma Sass - 66.67% owned (continued)

At the fifth anniversary and every year thereafter until production occurs, the advance royalty payment will be $150,000 per annum. All advance royalty payments will be credited towards AGE’s payment of a royalty of 2.5% net smelter returns from production to the Company and Levon. AGE has reserved the right to purchase 1% of this net smelter returns royalty (to reduce the royalty to the Company and Levon to 1.5%) for a cash payment of USD$1.0 million. The Company and Levon have agreed to share in any benefits from the agreement with AGE in proportion to their current respective interests in the Norma Sass Property.

(iii) Core claims - 100% owned

By an Option Agreement dated January 31, 1999 the Company granted Placer an option to acquire up to a 70% interest in the entire Robertson Property’s 724 claims. Under the terms of the Option, Placer guaranteed a Reclamation Bond required to be posted by the Company for previous exploration work on the Core Claims. The Option Agreement terminated on December 31, 1999. The Company was obligated under the terms of the Option to replace Placer’s guarantee. Subsequent to January 31, 2004, the Company replaced the guarantee by posting a cash bond [note 9].

(iv) Marcus Corporation

By way of an agreement dated September 15, 2005, the Company has purchased 1,391,860 shares of Marcus Corporation (“Marcus”), representing 98.49% of the total issued shares of Marcus. Marcus owns the Marcus mining claims, consisting of 39 unpatented lode claims and two Placer claims, and which comprise a portion of the Company’s Robertson Property. By acquiring Marcus, the Company will control Marcus, and own an indirect interest in the mining lease between the Company and Marcus, which provides for an annual advanced royalty to Marcus of US$12,000, and a 5% net smelter returns royalty up to a maximum payment of US$2.5 million. The mining lease with Marcus expires in 2007.

(b) Eagle Property

The Company holds a 50% interest in 45 lode mineral claims located at Corral Canyon in Lander County, Nevada, USA. During the year ended January 31, 2001, the Company decided to defer exploration on the property and to reduce the carrying value to a nominal amount.

75

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

8.  MINERAL PROPERTIES (continued)

(c) Ludlow Property

The Company owns a mineral property consisting of approximately 128 acres in the San Bernadino County, California, USA. During the year ended January 31, 2001, the Company decided to defer exploration on the property and to reduce the carrying value to a nominal amount.

(d) JDN Property

The Company holds a 50% interest in 34 lode mineral claims located in Lander County, Nevada USA. The JDN claims are located approximately three miles north of the Robertson Property. During the year ended January 31, 2001, the Company decided to defer exploration on the property and to reduce the carrying value to a nominal amount.

Ownership in mineral properties involves certain inherent risks due to the difficulties in determining the validity of certain claims, as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristics of many mineral interests. The Company has investigated ownership of its mineral interests and, to the best of its knowledge, ownership of its properties is in good standing.

9.  RECLAMATION DEPOSIT

Under the laws of the State of Nevada, the Company is required to have a reclamation deposit which covers the cost to reclaim the ground disturbed. The Company’s obligation at January 31, 1999 had been assumed by Placer as part of the Exploration and Development Option Agreement [note 8(a)]. As the Agreement was terminated on December 31, 1999, the Company was required to post its own security to guarantee performance under the Reclamation Bond.

During the year, a revised Reclamation Plan for the purposes of reducing the performance bond was approved by the Bureau of Land Management (the “Bureau”), reducing the required deposit to $260,976 (US$228,205) [2005 - $518,057].

Coral Resources Inc., as principal, placed the funds in trust with a fully secured standby letter of credit lodged as collateral in support of the bond.

76

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

10.  SUBSCRIPTIONS RECEIVED IN ADVANCE

During the year, the Company received $60,000 [2005 - $nil] towards private placements of 20,000 shares [2005 - nil]. These shares were issued subsequent to year-end as part of the private placement that closed on March 4, 2006 [note 18(a)].

11.  SHARE CAPITAL

(a) Authorized: Unlimited common shares without par value.

(b) Issued:

	Shares			Amount $			Deficit $
Balance, January 31, 2003		3,470,993			27,379,052			(19,196,457	)
2004 share issuances for cash:								—
Private placements		721,882			1,897,068			—
Exercise of warrants		149,310			357,368			—
Exercise of stock options		19,500			48,750			—
Share issuance costs		—			(36,000	)		—
2004 loss		—						(753,596	)
Balance, January 31, 2004		4,361,685			29,646,238			(19,950,053	)
2005 share issuances for cash:								—
Private placements		255,220			1,039,464			—
Exercise of warrants		1,600			4,960			—
Exercise of stock options		30,400			76,000			—
Share issuance costs		—			(11,984	)		—
2005 loss		—			—			(878,819	)
Balance, January 31, 2005		4,648,905			30,754,678			(20,828,872	)
2006 share issuances for cash:								—
Exercise of warrants		9,397			25,944			—
Exercise of stock options		102,500			174,250			—
Shares returned to treasury		(2,500	)		(11,000	)		—
Fair value of stock options exercised		—			87,560			—
Shares issued for Marcus Corp purchase		347,964			528,905			—
2006 loss		—			—			(3,067,474	)
Balance, January 31, 2006		5,106,266			31,560,337			(23,896,346	)

77

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

11. SHARE CAPITAL (continued)

(c) At January 31, 2006, the following director, officer and employee stock options are outstanding and exercisable enabling the holders to acquire additional common shares as follows:

Number of Shares	Exercise Price	Expiry Date
300,400	$1.70	December 1, 2009
32,500	$1.70	April 12, 2010
365,000	$3.55	December 12, 2010

The Company has granted founders, directors, officers and certain employees stock options. Stock option activity is summarized as follows:

	Number of Shares			Weighted Average Exercise Price $
Balance outstanding, January 31, 2003		202,750			2.50
2004 - Cancelled		(10,000	)		2.50
2004 - Exercised		(19,500	)		2.50
Balance outstanding, January 31, 2004		173,250			2.50
2005 -- Granted		412,900			1.70
2005 - Cancelled		(20,250	)		1.71
2005 - Exercised		(30,400	)		2.50
Balance outstanding, January 31, 2005		535,500			1.91
2006 - Granted		407,500			3.36
2006 - Expired		(142,600	)		2.50
2006 - Exercised		(102,500	)		1.70
Balance outstanding, January 31, 2006		697,900			2.67

The Company in fiscal 2005 adopted a formal stock option plan which provides for the granting of options to directors, officers, employees and consultants for a maximum of 706,000 shares (representing approximately 20% of the issued share capital of the Company as at the date of approval of the Plan by the Board). The Company recorded compensation expense of $1,056,100 [2005 - $343,533] with respect to stock options granted. The weighted average fair value of the options granted as at January 31, 2006 was $2.59 per share [2005 - $0.83 per share].

78

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

11. SHARE CAPITAL (continued)

(c) (continued)

The fair value of options granted was estimated at the date of granting using the Black-Scholes option pricing model with the following assumptions: risk-free interest rates of 4.09% and 4.42%, dividend yield of 0.0%, volatility factors of 104.23% and 101.41, and a life of 5 years.

The Black-Scholes valuation model was developed for use in estimating the fair value of traded options, which are fully transferable and freely traded. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility, changes in the subjective input assumptions can materially affect the fair value estimate.

At January 31, 2006, the Company has outstanding share purchase warrants enabling the holders to acquire additional common shares as follows. Subsequent to year-end, the warrants with expiry dates of February 16 and 17, 2006 expired without being exercised:

Number of Shares	Exercise Price	Expiry Date
104,380	$4.80	February 16, 2006
148,340	$5.50	February 17, 2006
391,900	$3.10	October 12, 2006
200,000	$3.60	November 17, 2006
100,000	$3.90	December 19, 2006
171,078	$2.00	September 15, 2007
1,115,698

12.  CONTRIBUTED SURPLUS

	2006			2005
	$			$
Balance, beginning of the year		343,533			—
Stock-based compensation expense		1,056,100			343,533
Warrants issued on acquisition of Marcus Corporation		116,100			—
Fair value of stock options exercised		(87,560	)		—
		1,428,173			343,533

79

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

13.  COMMITMENTS

(a) The Company entered into a new cost-sharing agreement during 2005 to reimburse a related party for a variable percentage [2005 fixed percentage - 20%; 2004 fixed percentage - 20%] of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the company, and to pay a percentage fee based on the total overhead and corporate expenses referred to above. The agreement may be terminated with one-month notice by either party.

A total of $166,203 [2005 - $135,140; 2004 - $107,393] was charged to operations in relation to the cost sharing agreement.

(b) The Company entered into a 12 month Investor Relations Agreement on July 1, 2005 with Investors Relations Services Group John Mullen & Partners (“IRS”) to provide investor relations services in Europe. In consideration for the services rendered, the Company has agreed to pay IRS fees totalling $18,000 plus expenses [2005 - $nil; 2004 - $nil].

14.  RELATED PARTY TRANSACTIONS

Related party transactions not disclosed elsewhere in the financial statements are as follows:

(a)   Included in advances receivable are amounts due from related parties, as well as third party receivables. These amounts due from related parties include $28,003 [2005 - $28,003] due from a joint venture with common management and common directors; $7,850 [2005 - $Nil] from a company controlled by a Director; $1,430 [2005 - $Nil] from a director of the Company and $13,124 (2006: $89,992 less an allowance for bad debt of $76,868; 2005: $122,048 less an allowance for bad debt of $90,621) with two companies with common management and common directors.

(b)   Advances payable include $31,620 [2005 - $31,333] due to Directors in regards to past directors’ fees; $26,922 [2005 - $10,695] due to a company with common management in regards to the cost sharing agreement for overhead expenses; $nil [2005 - $32,540] to a company with common management and directors and $3,414 [2005 - $1,784] to a company controlled by a Director.

(c)  Consulting fees of $30,000 [2005 - $30,000; 2004 - $22,500] were paid to a company owned by a director.

(d)  Management fees of $105,000 [2005 - $75,000; 2004 - $90,000] were paid to a company owned by a director.

(e)  Directors’ fees of $12,000 [2005 - $14,000; 2004 - $24,000] were paid to directors of the Company.

80

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

14.           RELATED PARTY TRANSACTIONS (continued)

(f)   An allowance in the amount of $209,840 [2005 - $209,840; 2004 - $209,840] has been accrued in respect of advances made to a Company with common management.

(g)   The loan receivable of $83,000 [2005 - $50,000] is due from a subsidiary of a related company with common management that provides drilling services. The amount due is non-interest bearing, unsecured and due on demand.

(h)   Included in accounts payable and accrued liabilities are bonuses payable to a director of the Company in the amount of $525,000 [2005 - $Nil].

(i)   These transactions are in the normal course of operations and are measured at the exchange amount, which is the consideration established and agreed to by the related parties, unless otherwise noted.

15.  SITE RESTORATION OBLIGATION

Management has assessed their site restoration obligations and the associated liability to be recognized in the current period. Management has estimated that the costs would approximate $16,000 [2005 - $nil]. Management will continue to assess their site restoration obligations and the associated liability as further information becomes known.

16.  INCOME TAXES

The reconciliation of the future income tax recovery (expense) rate to the statutory rate is as follows:

	2006			2005			2004
	$			$			$
	restated			restated			restated
	[note 2]			[notes 2 and 3]			[notes 2 and 3]
Loss before taxes		(2,075,412	)		(721,390	)		(403,435	)
Income tax rate		34.75	%		35.62	%		35.62	%
Income tax recovery at the statutory rate		721,206			256,959			143,704
Permanent differences		(384,610	)		(136,879	)		(49,269	)
Losses not benefited		(436,019	)		(382,158	)		(230,306	)
Changes in income tax rates		(88,442	)		(197	)		(508	)
Net future income tax expense		(187,865	)		(262,275	)		(136,379	)

81

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

16. INCOME TAXES (continued)

The components of the future income tax assets (liabilities) are as follows:

	2006			2005
	$			$
	restated			restated
	[note 2]			[notes 2 and 3]
Future income assets
Non-capital loss carry-forwards		2,752,021			3,343,730
Resource interests		774,556			808,608
Other		30,301			53,086
		3,556,878			4,205,424
Less: valuation allowance		(3,556,878	)		(4,205,424	)
Net future income tax asset		—			—
Future income tax liability
Resource interests		(2,926,084	)		(2,599,608	)
Net future income tax liability		(2,926,084	)		(2,599,608	)

The valuation allowance reflects the Company’s estimate that the tax assets, more likely than not, will not be realized.

At January 31, 2006, the Company had, for Canadian tax purposes, non-capital losses aggregating approximately $3,798,000. These losses are available to reduce taxable income earned by the Canadian operations of future years and expire as follows:

	$
2007		420,000
2008		243,000
2009		231,000
2010		527,000
2011		627,000
2015		522,000
2016		1,228,000
		3,798,000

The net operating losses available to offset revenues of the US operations are approximately US$3,648,000 and expire at various times through 2017.

82

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

17.  SEGMENTED INFORMATION

The Company is involved in mineral exploration and development activities principally in United States. The Company is in the development stage and, accordingly, has no reportable segment revenues or operating results for each of the 2006, 2005 and 2004 fiscal year.

	Canada		USA		Total
	$		$		$
2006
Current assets		695,738		99,547		795,285
Investment in securities		74,833		72,575		147,408
Loan Receivable		83,000		—		83,000
Equipment		3,634		—		3,634
Mineral properties		—		10,095,609		10,095,609
Reclamation deposit		—		260,976		260,976
		857,205		10,528,707		11,385,912
2005
Current assets		1,511,905		50,989		1,562,894
Investment in securities		57,359		72,575		129,934
Loan Receivable		50,000		—		50,000
Equipment		4,543		—		4,543
Mineral properties		—		8,472,255		8,472,255
Reclamation deposit		—		518,057		518,057
		1,623,807		9,113,876		10,737,683

83

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

18.  SUBSEQUENT EVENTS

(a)   The Company closed a non-brokered private placement of 1,500,000 shares at a price of $3.00 per share on March 4, 2006.

(b)   The Company announced on March 6, 2006 that it has received an offer by U.S. Gold Corporation (“US Gold”) to acquire all of the Company’s outstanding common shares. Under the proposal, U.S. Gold Corporation would offer 0.63 share of U.S. Gold common stock for each outstanding common share of the Company. The Company announced on January 18, 2007 that US Gold has decided not to pursue its proposed offer.

(c)   The Company announced on September 5, 2006 that it has granted incentive stock options for the purchase of up to 280,000 shares at a price of $3.92 per share exercisable on or before September 5, 2011, to directors, officers, employees and consultants of the Company.

(d)   The Company has renewed a 12 month Investor Relations Agreement with Investor Relations Group John Mullen & Partners (“IRS”) to provide investor relations services in Europe. In consideration for the services rendered, the Company has agreed to pay IRS fees totalling $24,000 plus expenses.

(e)   The Company entered into a 3 month Investor Relations Agreement on August 30, 2006 with Agoracom Investor Relations Corp. (“Agoracom”), to provide online marketing services. In consideration for the services rendered, the Company has agreed to pay Agoracom fees totaling $9,000 and grant Agoracom the option to purchase 20,000 common shares at a price of $3.92 per share.

84

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

19.   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP)

These consolidated financial statements and the selected financial data have been prepared under Canadian GAAP.

For each year of presentation, the modifications necessary in order for these consolidated financial statements to conform to U.S. GAAP have been suitably provided as follows:

(a) Reconciliation of Consolidated Balance Sheet items:

(i) Reconciliation of Total Assets and Liabilities

	2006			2005
	$			$
	restated			restated
	[note 2]			[notes 2 and 3]
Total assets per Canadian GAAP		11,385,912			10,737,683
Mineral properties [note 19(h)]		(9,057,135	)		(8,472,255	)
Investment securities		(8,810	)		5,771
Total assets per U.S. GAAP		2,319,967			2,271,199
Total liabilities per Canadian GAAP		3,711,170			2,761,897
Future income tax liability		(2,573,422	)		(2,599,608	)
Total liabilities per U.S. GAAP		1,137,748			162,289

(ii) Reconciliation of Deficit under U.S. GAAP

	2006			2005			2004
	$			$			$
	restated			restated			restated
	[note 2]			[notes 2 and 3]			[notes 2 and 3]
Deficit end of year per Canadian GAAP		(25,373,768	)		(23,110,480	)		(22,126,815	)
Stock compensation expense		(60,000	)		(60,000	)		(60,000	)
Deferred exploration expenditures, net		(9,057,135	)		(8,472,255	)		(7,574,347	)
Future income taxes		2,573,422			2,599,608			2,494,762
Deficit end of year per U.S. GAAP		(31,917,481	)		(29,043,127	)		(27,266,400	)

85

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP) (continued)

(b) Reconciliation of Consolidated Statement of Income items:

     Reconciliation of Net Loss under U.S. GAAP

	Year ended January 31, 2006			Year ended January 31, 2005			Year ended January 31, 2004
	$			$			$
	restated			restated			restated
	[note 2]			[note 2]			[note 2]
Net loss for the year per Canadian GAAP		(2,263,288	)		(983,665	)		(539,814	)
Deferred exploration expenditures		(584,880	)		(897,908	)		(420,054	)
Future income taxes		187,865			262,275			136,379
Foreign exchange gain		(214,051	)		(157,429	)		(350,161	)
Writedown of deferred exploration expenditures		—			—			4,968
Net loss for the year per U.S. GAAP		(2,874,354	)		(1,776,727	)		(1,168,682	)
Unrealized gain (loss) on investment securities		(14,581	)		5,771			—
Net comprehensive loss for the year per U.S. GAAP		(2,888,935	)		(1,770,956	)		(1,168,682	)

(c) Loss Per Share U.S. GAAP

	Year ended January 31, 2006			Year ended January 31, 2005			Year ended January 31, 2004
	$			$			$
	restated
	[note 2]
Comprehensive loss per share basic and diluted		(0.60	)		(0.38	)		(0.32	)

86

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP) (continued)

(d) Comprehensive Income

Statement of Financial Accounting Standards No. 130 requires the reporting of comprehensive income in addition to net earnings. Comprehensive income includes net income plus other comprehensive income; specifically, all changes in equity of a company during a period arising from non-owner sources.

Under US GAAP, a statement of changes in shareholders’ equity and comprehensive income in the following format would form a part of the annual consolidated financial statements:

Consolidated Statement of Changes in Shareholders’ Equity

	Share Capital
	Number of Shares		Amount $		Share Subscriptions $		Warrants $		Additional Paid In Capital $		Comprehensive Income (Loss) restated [note 2] $			Deficit restated [notes 2 and 3] $			Accumulated Other Comprehensive Income (Loss) $		Total Shareholders’ Equity restated [notes 2 and 3] $
Balance forward, January 31, 2003		3,470,994		27,379,052		—		—		60,000					(26,097,718	)		—		1,341,334
Share subscriptions		—		—		791,720		—		—		—			—			—		791,720
Issuance of shares [see note 11(b)]		890,691		2,267,186		—		—		—		—			—			—		2,267,186
Components of comprehensive income: - net income (loss)		—		—		—		—		—		(1,168,682	)		(1,168,682	)		—		(1,168,682	)
												(1,168,682	)
Balance, January 31, 2004		4,361,685		29,646,238		791,720		—		60,000					(27,266,400	)		—		3,231,558

87

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP) (continued)

(d) Comprehensive Income (continued)

Consolidated Statement of Changes in Shareholders’ Equity (continued)

	Share Capital
	Number of Shares		Amount $		Share Subscriptions $			Warrants $		Additional Paid In Capital $			Comprehensive Income (Loss) restated [note 2] $			Deficit restated [notes 2 and 3] $			Accumulated Other Comprehensive Income (Loss) $			Total Shareholders’ Equity restated [notes 2 and 3] $
Balance forward, January 31, 2004		4,361,685		29,646,238		791,720			—		60,000						(27,266,400	)		—			3,231,558
Share subscriptions		—		—		(791,720	)		—		—			—			—			—			(791,720	)
Issuance of shares [see note 11(b)]		287,220		1,108,440		(11,945	)		—		—			—			—			—			1,096,495
Stock-based compensation expense		—		—		—			—		343,533			—			—			—			343,533
Components of comprehensive income:
- net income (loss)		—		—		—			—		—			(1,776,727	)		(1,776,727	)		—			(1,776,727	)
- change in unrealized gain (loss) of marketable securities		—		—		—			—		—			5,771			—			5,771			5,771
														(1,770,956	)
Balance, January 31, 2005		4,648,905		30,754,678		(11,945	)		—		403,533						(29,043,127	)		5,771			2,108,910
Share subscriptions		—		—		71,945			—		—			—			—			—			71,945
Issuance of shares [see note 11(b)]		457,361		805,659		—			116,100		—			—			—			—			921,759
Stock-based compensation expense		—		—		—			—		1,056,100			—			—			—			1,056,100
Fair value of stock option exercises		—		—		—			—		(87,560	)		—			—			—			(87,560	)
Components of Comprehensive income:
- net income (loss)		—		—		—			—		—			(2,874,354	)		(2,874,354	)		—			(2,874,354	)
- change in unrealized gain (loss) of marketable securities		—		—		—			—		—			(14,581	)		—			(14,581	)		(14,581	)
														(2,888,935	)
Balance, January 31, 2006		5,106,266		31,560,337		60,000			116,100		1,372,073						(31,917,481	)		(8,810	)		1,182,219

88

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP) (continued)

(e) Supplemental Financial Information

(i) Reconciliation of Cash Flows under U.S. GAAP

Cash Flows from Operating Activities

	2006			2005			2004
	$			$			$
Cash provided by (used in) operating activities per Canadian GAAP		(677,443	)		(556,184	)		(1,021,895	)
Deferred exploration expenditures		(584,880	)		(897,908	)		(420,054	)
Cash provided by (used in) operating activities per U.S. GAAP		(1,262,323	)		(1,454,092	)		(1,441,949	)

Cash Flows from Investing Activities

	2006			2005			2004
	$			$			$
Cash provided by (used in) investing
activities per Canadian GAAP		(392,771	)		(914,246	)		264,756
Deferred exploration expenditures		584,880			897,908			420,054
Cash provided by (used in) investing activities per U.S. GAAP		192,109			(16,338	)		684,810

(f) Restatement of financial statements

As described in notes 2 and 3, the consolidated financial statements have been restated. In conjunction with the restatement adjustments to the consolidated financial statements, described in notes 2 and 3, the following changes to the U.S. GAAP information in note 19 was required.

89

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP) (continued)

	2006
	As originally reported			Valuation allowance			Foreign exchange			As restated
	$			$			$			$
Reconciliation of total liabilities:
Total liabilities per Canadian GAAP		2,233,748			1,477,422			—			3,711,170
Future income tax liability		—			(2,573,422	)		—			(2,573,422	)
Total liabilities per U.S. GAAP		2,233,748			(1,096,000	)		—			1,137,748
Reconciliation of deficit under U.S. GAAP:
Deficit end of year per Canadian GAAP		(23,896,346	)		(1,477,422	)		—			(25,373,768	)
Future income taxes		—			2,573,422			—			2,573,422
Deficit end of year per U.S. GAAP		(33,013,481	)		1,096,000			—			(31,917,481	)
Reconciliation of net loss under U.S. GAAP:
Net loss for the year per Canadian GAAP		(3,067,474	)		804,186			—			(2,263,288	)
Future income taxes		—			187,865			—			187,865
Foreign exchange gain		—			—			(214,051	)		(214,051	)
Net loss for the year per U.S. GAAP		(3,652,354	)		992,051			(214,051	)		(2,874,354	)
Net comprehensive loss for the year per U.S. GAAP		(3,666,935	)		992,051			(214,051	)		(2,888,935	)
Loss per share U.S. GAAP:
Loss per share - basic and diluted		(0.76	)								(0.60	)

90

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP) (continued)

	2005
	As originally reported			Valuation allowance			Foreign exchange			As restated
	$			$			$			$
Reconciliation of total liabilities:
Total liabilities per Canadian GAAP		450,289			2,311,608			—			2,761,897
Future income tax liability		—			(2,599,608	)		—			(2,599,608	)
Total liabilities per U.S. GAAP		450,289			(288,000	)		—			162,289
Reconciliation of deficit under U.S. GAAP:
Deficit end of year per Canadian GAAP		(20,828,872	)		(2,281,608	)		—			(23,110,480	)
Future income taxes		—			2,599,608			—			2,599,608
Deficit end of year per U.S. GAAP		(29,361,127	)		318,000			—			(29,043,127	)
Reconciliation of net loss under U.S. GAAP:
Net loss for the year per Canadian GAAP		(878,819	)		(104,846	)		—			(983,665	)
Future income taxes		—			262,275			—			262,275
Foreign exchange gain		—			—			(157,429	)		(157,429	)

91

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP) (continued)

	2004
	As originally reported			Valuation allowance			Foreign exchange			As restated
	$			$			$			$
Reconciliation of deficit under U.S. GAAP:
Deficit end of year per Canadian GAAP		(19,950,053	)		(2,176,762	)		—			(22,126,815	)
Future income taxes		—			2,494,762			—			2,494,762
Deficit end of year per U.S. GAAP		(27,584,400	)		318,000			—			(27,266,400	)
Reconciliation of net loss under U.S. GAAP:
Net loss for the year per Canadian GAAP		(753,596	)		213,782			—			(539,814	)
Future income taxes		—			136,379			—			136,379
Foreign exchange gain		—			—			(350,161	)		(350,161	)

(g) Additional Disclosure Required by U.S. GAAP

(i) Operations in a Foreign Country

The Company is subject to numerous factors relating to conducting business in a foreign country (including, without limitation, economic, political and currency risk), any of which could have a significant impact on the Company’s operation.

The Company’s U.S. subsidiaries, Coral Resources, Inc., Marcus Corporation and Coral Energy Corporation of California are subject to U.S. corporation tax on profits.

92

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP) (continued)

(h) Additional Disclosure Required by SEC

The SEC requires that related party transactions be disclosed as a separate line in the financial statements. Under this requirement, the following related party transactions would have been shown separately as related party balances in the financial statements:

(i) Included in advances receivable are related party transactions of, $28,003 [2005 - $28,003; 2004 - $28,003] due from a joint venture with common management and common directors; $7,850 [2005 - $Nil; 2004 - $Nil] from a company controlled by a Director; $1,430 [2005 - $Nil; 2004 - $Nil] from a director of the Company and $13,124 (2006: $89,992 less an allowance for bad debt of $76,868; 2005: $122,048 less an allowance for bad debt of $90,621; 2004: $90,621) with two companies with common management and common directors.

(ii) Consulting fees of $30,000 [2005 - $30,000; 2004 - $22,500] were paid to a company owned by a director.

(iii) Management fees of $105,000 [2005 - $75,000; 2004 - $90,000] were paid to a company owned by a director.

(iv) Directors’ fees of $12,000 [2005 - $14,000; 2004 - $24,000] were paid to directors of the Company.

(v) An allowance in the amount of $209,840 [2005 - $209,840] has been accrued in respect of advances made to a company with common management.

(vi) The loan receivable of $83,000 [2005 - $50,000] is due from a subsidiary of a related company that provides drilling services. The amount due is non-interest bearing, unsecured and due on demand.

(vii) Included in accounts payable are $525,000 [2005 - $Nil] of amounts due to a Director of the Company, as a bonus.

(viii) Investment securities and marketable securities would be noted as a related party on the balance sheet.

93

Coral Gold Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006, 2005 and 2004 (In Canadian Dollars)

19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP) (continued)

(i) Deferred Exploration Expenditures

The Company follows the policy of deferring all acquisition and exploration costs relating to the mineral properties held. Under U.S. GAAP, the deferred exploration expenditures would have been expensed in the year they were incurred [see note 8[a] to 8[d]].

(j) Investment Securities

U.S. GAAP requires investments held-for-sale to be recorded at fair value. The periodic fluctuation in value is recorded as part of comprehensive income (loss); under U.S. GAAP, the gain (loss) from held-for-sale investments is not recognized into operations (loss for the period) until the securities are sold and the gain (loss) is realized. Canadian GAAP requires such temporary investments to be recorded at the lower of cost and fair value; long-term investments in marketable securities are written down when impairment is considered other than temporary, in which case the written-down value becomes the new cost base. In the Company’s case for the year ended January 31, 2006, a write-down was required for U.S. GAAP (to record to fair value) but the decrease in value was not considered to be other than temporary, and therefore, not written down under Canadian GAAP.

(k) Stock Based Compensation

Canadian GAAP and U.S. GAAP both have the same policy of recording a compensation expense for the estimated fair value of stock options granted. However, U.S. GAAP adopted the policy of fair value accounting of stock options a year earlier than Canadian GAAP, and at that time, the Company did not record a stock compensation charge of $60,000 under Canadian GAAP. Therefore, the $60,000 is an adjustment to retained earnings when reconciling from Canadian GAAP to U.S. GAAP.

94

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Dated:   August 16, 2007                                                        CORAL GOLD RESOURCES LTD.

By:      /s/ Louis Wolfin   

Louis Wolfin, Chief Executive Officer

95

Exhibit Index

Exhibit Number	Name
1.1	Memorandum of Coral Gold Resources Ltd.*
1.2	Articles of Coral Gold Resources Ltd.*
8.1	List of Subsidiaries
12.1	Certification of the Principal Executive Officer
12.2	Certification of the Principal Financial Officer
13.1	Certificate of Principal Executive Officer under the Sarbanes-Oxley Act
13.2	Certificate of Principal Financial Officer under the Sarbanes-Oxley Act
13.3	Consent of Expert
15.1	Geological Report on the Robertson Property*
15.2	Update of the Geological Report on the Robertson Property*

___________________________

*  Previously filed.

EX-8.1

LIST OF SUBSIDIARIES

Name	Jurisdiction of Incorporation	Ownership
Marcus Corporation	Nevada, U.S.A.	98.49%
Coral Energy Corporation of California	California, U.S.A.	100%
Coral Resources Inc.	Nevada, U.S.A.	100%

EX-12.1

CERTIFICATIONS

I, Louis Wolfin, Chief Executive Officer of Coral Gold Resources Ltd., certify that:

1.           I have reviewed this Amendment No. 2 to the annual report on Form 20-F of Coral Gold Resources Ltd;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent annual report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 16, 2007                                                                          /s/ Louis Wolfin                                                         

Louis Wolfin, Chief Executive Officer

(Principal Executive Officer)

EX-12.2

CERTIFICATION

I, Lindsay Gorrill, Chief Financial Officer of Coral Gold Resources Ltd., certify that:

1. I have reviewed this Amendment No. 2 to the annual report on Form 20-F of Coral Gold Resources Ltd;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent annual report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 16, 2007                                                                         /s/Lindsay Gorrill                                                 

Lindsay Gorrill, Chief Financial Officer

(Principal Financial Officer)

EX-13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Amendment No. 2 to the Annual Report of Coral Gold Resources Ltd. (the "Company") on Form 20-F for the year ended January 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report").  I, Louis Wolfin, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 16, 2007                                                          /s/ Louis Wolfin                                                              

Louis Wolfin, Chief Executive Officer

(Principal Executive Officer)

EX-13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Amendment No. 2 to the Annual Report of Coral Gold Resources Ltd. (the "Company") on Form 20-F for the year ended January 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report").  I, Lindsay Gorrill, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 16, 2007                                                         /s/ Lindsay Gorrill                                                             

Lindsay Gorrill, Chief Financial Officer

(Principal Financial Officer)

EX-13.3

CONSENT OF EXPERT

I have reviewed the Annual Report of Coral Gold Resources Ltd. on Form 20-F for the fiscal year ended January 31, 2006, which includes information derived from my technical reports on the Robertson Property dated January 15, 2004 and April 25, 2006, respectively entitled "Geological Report on the Robertson Property" and "Update of the Geological Report on the Robertson Property", and I concur that the information as set forth is an accurate summary of my reports. I further consent to the use in this Form 20-F of the reference to myself as an expert in the Annual Report.

Dated: July 28, 2006                                                                                             /s/ Robert T. McCusker                                                

Robert T. McCusker, P.Geol

EX-13.4

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated May 31, 2006 (except Notes 2 and 19, as to which the date is April 24, 2007) included in the Annual Report on Form 20-F/A of Coral Gold Resources Ltd. for the year ended January 31, 2006, with respect to the consolidated financial statements of Coral Gold Resources Ltd., included in this Form 20-F/A.

Vancouver, Canada                                                                                          “Ernst & Young LLP”

August 16, 2007                                                                                                Chartered Accountants