coral_20f.htm

0001477932-11-001502.txt : 20110815 0001477932-11-001502.hdr.sgml : 20110815 20110815163228 ACCESSION NUMBER: 0001477932-11-001502 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20110131 FILED AS OF DATE: 20110815 DATE AS OF CHANGE: 20110815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORAL GOLD RESOURCES, LTD. CENTRAL INDEX KEY: 0000813639 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 000-15688 FILM NUMBER: 111036870 BUSINESS ADDRESS: STREET 1: 570 GRANVILLE ST STE 900 CITY: VANCOUVER STATE: A1 ZIP: V6C 1T1 BUSINESS PHONE: 604 6823701 MAIL ADDRESS: STREET 1: 570 GRANVILLE ST STREET 2: STE 900 CITY: VANCOUVER BC STATE: A1 ZIP: V6C 1T1 FORMER COMPANY: FORMER CONFORMED NAME: CORAL ENERGY CORP DATE OF NAME CHANGE: 19871103 FORMER COMPANY: FORMER CONFORMED NAME: CORAL GOLD CORP DATE OF NAME CHANGE: 19870430 20-F 1 coral_20f.htm FORM 20-F coral_20f.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

o	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, 2011

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

For the transition period from ___________________ to ___________________

o	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 Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

570 Granville Street, Suite 900 Vancouver, British Columbia V6C 3P1, Canada

(Address of principal executive offices)

David Wolfin, Tel: 604 682-3701, Email: dwolfin@coralgold.com

570 Granville Street, Suite 900 Vancouver, British Columbia V6C 3P1, Canada

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Not Applicable		Not Applicable
Title of Each Class		Name of Each Exchange on Which Registered

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:

Not Applicable

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

There were 32,949,391 common shares, without par value, issued and outstanding as of January 31, 2011.

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

oYes 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.

o Yes xNo

Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes o 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 one):

Large Accelerated File o Accelerated Filer o Non-Accelerated Filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o International Financial Reporting Standards as issued Other x

by the International Accounting Standards Board o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 x Item 18 o

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 o No x

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

Indicate by check mark whether the registrant 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.

Yes o No o

TABLE OF CONTENTS

Item			Page

INTRODUCTION			2
CURRENCY			2
FORWARD-LOOKINGSTATEMENTS			2
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATE OF MEASURE AND INDICATED MINERAL RESOURCES			3
GLOSSARY OF TECHNICAL TERMS			4

PART I			6
	Item 1.	Identity of Directors, Senior Management and Advisors	6
	Item 2.	Offer Statistics and Expected Timetable	6
	Item 3.	Key Information	6
	Item 4.	Information on the Company	12
	Item 5.	Operating and Financial Review and Prospects	29
	Item 6.	Directors, Senior Management and Employees	32
	Item 7.	Major Shareholders and Related Party Transactions	40
	Item 8.	Financial Information	42
	Item 9.	The Offering and Listing	42
	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
PART II			50
	Item 13.	Defaults, Dividend Arrearages and Delinquencies	50
	Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	50
	Item 15.	Controls and Procedures	50
	Item 16A.	Audit Committee Financial Expert	51
	Item 16B.	Code of Eth	51
	Item 16C.	Principal Accountant Fees and Services	51
	Item 16D.	Exemptions from the Listing Standards for Audit Committees	52
	Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	52
	Item 16F.	Changes in Registrants Certifying Accountan	52
	Item 16G.	Corporate Governance	52
PART III			53
	Item 17.	Financial Statements	53
	Item 18.	Financial Statements	53
	Item 19.	Exhibits	53

INTRODUCTION

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”, “our” or “us” refers to Coral Gold Resources Ltd.

We were 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, we changed our 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 570 Granville Street, Suite 900, Vancouver, British Columbia, V6C 3P1, and its telephone number is 604-682-3701.

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.

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report, including those appearing under Item 5, constitute “forward-looking statements”, including, without limitation, those concerning the economic outlook for the mining industry, expectations regarding mineral prices, production, cash costs and other operating results, growth prospects and outlook of the Company’s operations, individually or in the aggregate, including the completion and commencement of commercial operations of certain of the Company’s exploration and production projects, the Company’s liquidity and capital resources and capital expenditure, the outcome and consequences of any potential or pending litigation or regulatory proceedings, and the Company’s plan to conduct drilling operations. 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.

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 the Company, including factors that could materially affect its financial results, may emerge from time to time. The Company does not intend to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATE OF MEASURE AND INDICATED MINERAL RESOURCES

In Canada, an issuer is required to provide technical information with respect to mineralization, including reserves and resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the Securities and Exchange Commission (the “SEC”) applicable to registration statements and reports filed by United States companies pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), or the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, information contained in this annual report concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC. In particular, this annual report on Form 20-F includes the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource”. Investors are advised that these terms are defined in and required to be disclosed under Canadian rules by National Instrument 43-101 (“NI 43-101”). U.S. Investors are cautioned not to assume that any part of the mineral deposits in these categories will ever be converted into reserves. However, these terms are not defined terms under SEC Industry Guide 7 and are not permitted to be used in reports and registration statements filed with the SEC by U.S. domestic issuers. In addition, NI 43-101 permits disclosure of “contained ounces” of mineralization. In contrast, the SEC only permits issuers to report mineralization as in place tonnage and grade without reference to unit measures.

The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 (under the Exchange Act), as interpreted by the staff of the SEC, mineralization may not be classified as a “reserve” for United States reporting purposes unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards.

United States investors are cautioned not to assume that any part or all of the mineral deposits identified as an “indicated mineral resource,” “measured mineral resource” or “inferred mineral resource” will ever be converted to reserves as defined in NI 43-101 or SEC Industry Guide 7. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and 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 securities legislation, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies. U.S. investors are cautioned not to assume that part or all of an inferred mineral resource exists, or is economically or legally mineable.

GLOSSARY OF TECHNICAL TERMS

assay	An analysis to determine the presence, absence or quantity of one or more elements.

au	The elemental symbol for gold.

breccia	A rock in which angular fragments are surrounded by a mass of finer-grained material.

chalcopyrite	Copper iron 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.

diamond drill	A rotary type of rock drill that uses diamonds to cut a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter.

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.

heap leaching	A process whereby valuable metals, usually gold and silver, are leached from a heap, or pad, of crushed ore by leaching solutions percolating down through the heap and collected from a sloping, impermeable liner below the pad.

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 the 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.

mineral reserve	The economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of the reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral resources are sub-divided in order of increasing confidence into “probable” and “proven” mineral reserves. A probable mineral reserve has a lower level of confidence than a proven mineral reserve. The term “mineral reserve” does not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.

mineral resource	The estimated quantity and grade of mineralization that is of potential economic merit. A resource estimate does not require specific mining, metallurgical, environmental, price and cost data, but the nature and continuity or mineralization must be understood. Mineral resources are sub-divided in order of increasing geological confidence into “inferred”, “indicated”, and “measured” categories. An inferred mineral resource has a lower level of confidence than that applied to an indicated mineral resource. An indicated mineral resource has a higher level of confidence than an inferred mineral resource, but has a lower level of confidence than a measured mineral resource. A mineral resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth’s crust in such form and quantity and of such grade or quality that it has reasonable prospects for economic extraction.

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.

oxide	A compound of oxygen and some other element.

ore	A natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated.

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	The flooding or inundation of the rock by colloidal silica.

sulfidation	Refers to the amount of sulphide minerals present in mineral deposits.

ton	Imperial measurement of weight equivalent to 2,000 pounds.

tonne	Metric measurement of weight equivalent to 1,000 kilograms (or 2,204.6 pounds).

trench	A long, narrow excavation dug through overburden, or blasted out of rock, to expose a vein or ore structure.

veins	The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.

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, 2011, 2010, 2009, 2008, and 2007, is derived from the audited consolidated financial statements of the Company. The audited consolidated financial statements and notes for each year ended January 31, 2011, 2010, and 2009 are included in this Annual Report. The selected historical financial information for each year ended January 31, 2008 and 2007 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 consolidated 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 generally accepted accounting principles, which we refer to as “Canadian GAAP”. The consolidated financial statements included in Item 17 in this Annual Report are also prepared under Canadian GAAP. Included within these consolidated financial statements in Note 16 is a reconciliation between Canadian GAAP and United States generally accepted accounting principals, referred to as “US GAAP”, which differ, among other things, in respect to the recording of the investments in marketable securities, deferred exploration expenditures, recognition of compensation expense upon the issuance of stock options and recognition of future income tax liabilities.

	Year Ended January 31,
Canadian GAAP	2011			2010		2009			2008			2007
Operations
Revenue	$	-		$	-	$	-		$	-		$	-
Expense
General and Administrative		1,271,786			1,613,713		2,516,862			1,359,172			1,983,965
Net Income (loss)		(1,225,380	)		1,711,611		(3,746,165	)		(1,319,185	)		(2,528,614	)
Net Earnings (loss) Per Share		(0.04	)		0.07		(0.15	)		(0.06	)		(0.13	)

Weighted Average Number of Shares Outstanding		31,294,001			25,093,778		24,979,312			23,570,728			19,857,210

	As at January 31,
Balance Sheet		2011			2010		2009			2008			2007
Working Capital	$	2,598,318		$	648,921	$	959,419		$	3,322,447		$	2,196,772
Total Assets		21,801,905			17,791,566		17,633,626			18,185,688			14,892,422
Liabilities		2,172,072			2,022,447		5,378,755			3,925,356			3,991,576
Shareholders’ Equity		19,629,833			15,769,119		12,254,871			14,260,332			10,900,846

US GAAP	Year Ended January 31,
	2011			2010			2009			2008			2007
Operations
Revenue	$	-		$	-		$	-		$	-		$	-
Income (loss) for year under Canadian GAAP		(1,225,380	)		1,711,611			(3,746,165	)		(1,319,185	)		(2,528,614	)
Adjustments:
Deferred exploration expenditures		(1,150,699	)		(324,301	)		(1,683,613	)		(2,006,961	)		(1,646,060	)
Future income taxes		162,143			(2,774,334	)		533,297			620,710			479,270
Foreign exchange gain (loss)		(85,959	)		(465,402	)		866,933			(553,133	)		89,877
Net loss for the year under US GAAP		(2,299,895	)		(1,852,426	)		(4,029,548	)		(3,258,569	)		(3,605,527	)
Unrealized gain (loss) on investment securities		636,626			465,643			(88,479	)		(19,352	)		76,693
Comprehensive loss for the year per US GAAP		(1,663,269	)		(1,386,783	)		(4,118,027	)		(3,277,921	)		(3,528,834	)
Loss per share under US GAAP		(0.08	)		(0.06	)		(0.16	)		(0.14	)		(0.18	)

	As at January 31,
Balance Sheet	2011			2010			2009			2008			2007
Total assets under Canadian GAAP	$	21,801,905		$	17,791,566		$	17,633,626		$	18,185,688		$	14,892,442
Adjustments		(15,868,768	)		(14,718,069	)		(14,393,768	)		(12,710,156	)		(10,635,312	)
Total assets under US GAAP		5,933,137			3,073,497			3,239,858			5,475,532			4,257,110

Total shareholders’ equity under Canadian GAAP		19,629,833			15,769,119			12,254,871			14,260,332			10,900,846
Adjustments		(14,411,624	)		(13,337,109	)		(9,773,072	)		(9,489,690	)		(7,482,423	)
Total shareholders’ equity under US GAAP		5,218,209			2,432,010			2,481,799			4,770,642			3,418,423

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).

Year Ended January 31,	Average		Period End		High		Low
2007		1.1358		1.1792		1.1824		1.0990
2008		1.0603		1.0022		1.1853		0.9170
2009		1.0849		1.2364		1.2969		0.9719
2010		1.1272		1.0650		1.3000		1.0251
2011		1.0260		1.0022		1.0778		0.9862

The following table sets forth the high and low exchange rate for the past six months based on the noon buying rate. As of August 12, 2011, the exchange rate was CDN$0.9879 for each US$1.

Month	High		Low
February 2011		0.9955		0.9739
March 2011		0.9918		0.9686
April 2011		0.9691		0.9486
May 2011		0.9809		0.9486
June 2011		0.9861		0.9643
July 2011		0.9668		0.9449

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 risks 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’s ability to raise funds will depend on several factors, including, but not limited to, current economic conditions, its properties, its prospects, metal prices, businesses competing for financing and its financial condition. The Company may not be able to raise funds, or to raise funds on commercially reasonable terms. If the Company is unable to raise additional funds, it may not be able to develop its properties or any of its business plans as described in this Annual Report.

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.

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 results of operations is significantly affected by the costs and results of its exploration and development programs. 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 required 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 the Company’s management from the Company’s 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.

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.

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 consolidated 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 (the “TSX-V”), the Frankfurt Stock Exchange (the “FSE”), and the Berlin-Bremen Stock Exchange and quoted in the United States on the Over the Counter Bulletin Board (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.

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 2011 fiscal year, the Company’s common share price fluctuated on the TSX-V between a low of $0.28 and a high of $0.97. 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 effect 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 likely 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.

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 $94,948 in fiscal 2011. 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.

The Company has incurred net losses since its inception and expect losses to continue. The Company has not been profitable since its inception. For the fiscal year ended January 31, 2011, the Company had a net loss of $1,225,380 and an accumulated deficit on January 31, 2011 of $32,481,501. 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 various aspects of the Company’s business including the following: taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and the exploration, development, mining, production, importing and exporting of minerals. 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.

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 the Company’s business could adversely affect its 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 SEC 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. The Company’s 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 the Company’s securities and also affect the ability of its investors to sell their shares in the secondary market.

FINRA rules will make it more difficult to trade the Company’s common shares. The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may limit a stockholder’s ability to buy and sell our stock. In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares

Item 4. Information on the Company

A. History and Development of the Company

The Company was incorporated 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. On July 17, 2007, the shareholders of the Company amended the share structure by subdividing the Company’s issued share capital of 8,267,360 common shares into 24,802,080 common shares, every one common share being subdivided into three common shares. On July 15, 2004, the Company transitioned to the British Columbia Business Corporations Act. The principal executive office of the Company is located at 570 Granville Street, Suite 900, Vancouver, British Columbia V6C 3P1, and its telephone number is 604-682-3701.

The Company is a natural resource company primarily engaged in the exploration and development of natural resource properties. Its principal business activities have been the exploration of certain mineral properties located in the States of Nevada and California in the United States. Since fiscal 2009, the Company has spent $3,116,270 on mineral property acquisition and exploration expenditures on its properties in the State of Nevada. The properties comprise of four separate claim groups known as: (i) the Core Claims; (ii) the Carve Out Claims, (iii) the Norma Sass and (iv) the Ruf Claims.

In the 2006 fiscal year, the Company completed the purchase of 1,391,860 shares of Marcus Corporation (“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.

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.

Please refer to Note 6 of the financial statements (Item 17) for information regarding the Company’s principal capital expenditures on its mineral properties.

B. Business Overview

Operations and Principal Activities

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.

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.

Seasonality

Due to the climate in the State of Nevada, the Company is generally not affected by seasonality.

Dependence on Customers and Suppliers

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

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.

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

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

The Company describes its properties utilizing mining terminology such as “measured resources” and “indicated resources” that are required by Canadian regulations but are not recognized by the United States Securities and Exchange Commission. United States investors are cautioned not to assume that any part of the mineral deposits in these categories will ever be converted into reserves.

This section uses the term “inferred resources”. The Company advised United States investors that while this term is recognized and required by Canadian regulations, the United States 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 resources exists, or is economically or legally minable.

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 approximately 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 803 unpatented and patented lode and placer mining claims. The Robertson Mining Claims comprise three separate claim groups known as: (i) the Core Claims; (ii) the Carve Out Claims, and (iii) the Norma Sass and Ruf Claims as described more particularly below.

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 (“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 4% to 10% of net smelter returns.

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

(i) Robertson Property

The Robertson Property is the subject of three technical reports dated January 15, 2004, April 25, 2006 and January 27, 2008. The first two technical reports were prepared by Robert McCusker, P.Geol. in accordance with NI 43-101 (“McCusker Reports”). The third and most recent report was prepared by Beacon Hill Consultants (1988) Ltd. (“Beacon Hill”) of Vancouver, British Columbia (the “Beacon Hill Report”). The zones included in the Beacon Hill Report estimate are located within the Robertson’s Core claims only. The Company’s other Claim blocks, including Norma Sass, Lander Ranch, Ruf, Blue Nugget and the Carve Out (Excluded) claims (joint ventured with Cortez Gold Mines (“Cortez”), a joint venture owned by Barrick Gold Corporation), were not part of the estimate.

Property Description and Location

The Robertson Property is an advanced-stage gold exploration project located in eastern Lander County, Nevada, 60 miles southwest of Elko. Coral Resources, Inc., a subsidiary of the Company, acquired control of the Robertson Property in 1986. The core property consists of 562 unpatented federal lode claims, mill sites, placer claims and nine patented lode claims covering over 8,500 acres of public lands administered by the BLM. The Company is record owner of 485 claims and controls an additional 76 claims through a series of mineral leases and option agreements.

In 2001, a boundary agreement between the Company and 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 76 of the 485 of the claims that comprise the Robertson Property are controlled by the Company through 6 mining leases and option agreements. The Core 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 approximately US$86,000.

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

Core: Tenabo Gold Mining Co. Nov. 30, 1975	13	$2M	8% NSR		$12,000/yr

Northern Nevada Au, Inc. Sept. 30, 1986	12	$ -	4% GSR		$9,600/yr

Albany Gold Corp. (Geomex)	All	$1.25M	3% NSR		Nil

Other Areas: Mauzy, et al Apr. 21, 1989	36	$1.5M	2% NSR		$18,000/yr

Jay and Grace Wintle	9	$ -	5% GSR		$21,600/yr

Filippini/Breckon (June Claims)	6	$1M	3% NSR		$25,000/yr

Annual federal rental fees of US$106,553, payable to the BLM, and Notice of Intent to Hold Mining Claims have been filed for the 2011-2012 assessment year.

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 and 1939, 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 1966 through 1970, 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 lost interest in the district. They were followed by a number of mining companies, including Placer Development (1974-75), Teck Corporation (1977), Aaron Mining Ltd. (1975-86), and E & B Exploration Ltd. (1980-81), all of which sporadically explored the Tenabo area with limited success.

Modern open pit mining and heap leaching began in 1974, when Aaron Mining Ltd. (“Aaron”), initiated a pilot leach operation on the Robertson Property. From 1978 through 1980, Aaron expanded its leaching operations and continued exploration 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.

During 1986 through 1989, the Company completed approximately 380 reverse circulation drill holes and seven diamond drill holes, totaling about 109,377 feet. Much of this drilling was focused in four resources areas: 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 feet.

In 1990, the Company and Amax Gold Exploration Inc. (“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. Amax completed an exploration program that included drilling 338 reverse circulation holes and 62 diamond drill holes, totaling over 176,000 feet. As the feasibility study did not meet the requirements of the agreement, Amax returned the property to the Company in 1996.

During the fiscal year ended January 31, 1999, the Company entered into an option agreement dated October 8, 1998 (the “Option Agreement”), with Placer Dome U.S. Inc. (“Placer”), which was later assigned by Placer to Cortez. Under the agreement, Cortez could earn a 70% interest in the Robertson Property by producing a bankable feasibility study. The focus of Cortez’s 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 terminated the Option Agreement on December 30, 1999, and did not earn an interest in the Robertson Property.

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 US$2,000,000 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. In fiscal year ended 2007, with further drilling activities being proposed and performed, the required reclamation bond was increased to US$282,268. In fiscal year ended 2008, additional planned exploration activities in Nevada were approved and the required reclamation bond was increased to US$319,400 and then again in fiscal year ended 2009 up to US$389,387. As at January 31, 2011, the total reclamation deposits were $382,200 (US$381,628).

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”.

A report entitled “Update of the Geological Report on the Robertson Property” April 25, 2006 on gold resources at its Robertson was submitted by Robert McCusker, Consulting Geologist, a “qualified person” in accordance with the requirements of National Instrument 43-101 implemented by the Canadian Securities Administration (“NI 43-101”).

During fiscal 2006, the Company completed a major drilling program on the Robertson Property. Drilling was completed in two phases. The drilling program totaled 35,615 feet of reverse circulation drilling in 46 holes. Depths ranged from 450 feet to 1,500 feet. Due to the relatively flat-lying nature of mineralization at Robertson, all holes were drilled vertically. Phase I consisted of 14 reverse circulation (RC) drill holes, CR06-2 through CR06-15, totaling 11,355 feet which were completed in the immediate vicinity of the existing 39A Zone indicated mineral resource. Phase II consisted of 32 RC holes, CR06-16 through CR06-48A, totaling 24,260 feet which were completed in (1) the Distal Zone; (2) on the northeast flank of Altenburg Hill; (3) in the gravel-covered area between the Altenburg Hill and the Porphyry Zone mineral resource; and (4) along a northeast-striking structural zone in the Porphyry Zone. Drilling operations during Phase I and Phase II drilling were directly supervised by Robert McCusker, Consulting Geologist and “qualified person” pursuant to NI 43-101.

During 2007, the Company completed two deep flooded reverse circulation drill holes, TV07-1 and TV07-2, to depths of 2,990 feet and 3,450 feet, respectively. The drilling was designed to test the lower plate of the Roberts Mountains thrust fault (“RMTF”) for high-grade Carlin-type mineralization hosted by favorable carbonate strata. TV07-1 intersected a thick sequence of fine grained siliceous sedimentary and volcanic rocks followed by biotite and quartz hornfels equivalents in the upper plate of the RMTF. Although the hole failed to reach the lower plate of the RMTF, it did intersect a number of narrow low-grade zones. TV07-2 was collared along a dike-filled splay of the Try fault zone and intersected a sequence of mostly fine grained siliceous sedimentary rocks and hornfels to 3,080 feet, at which point altered and mineralized limy mudstone in the lower plate was encountered. Beginning at 3,080 feet, the hole returned 200 feet of weakly to strongly anomalous gold values ranging from 0.031 to 2.190 ppm gold, including four 10-foot-thick intervals that exceed 0.01 oz Au/t.

Follow up mapping, rock sampling and infill gravity surveys in 2008 lead to the Company’s identification of a new lower plate target zone that extends from the Company’s deep hole, 2 km to the south. The West Deep Carlin-type target adds significant discovery potential to the Robertson Property for a world-class gold deposit. The target zone lies north of the Pipeline Mine open pit along a projected mineralized fault and fracture system that controls gold within that deposit. Considerably more drilling on the Robertson West Deep target is warranted. The Company continues to seek joint venture partners for a proposed deep drilling program to follow up the results from the 2007 drilling program.

In February 2008, the Company received the NI 43-101 compliant Mineral Resource Estimate for the Robertson Property, Lander County, Nevada report dated January 27, 2008, prepared by Beacon Hill, Robert McCusker and Jasman Yee (updated in October 2009). The original estimate, based on a gold price of US$600 per ounce in 2008, raised the Robertson Property inferred mineral resource to 91.2 million tons with an average grade of 0.0253 oz Au/ton containing over 2.3 million ounces of gold, an increase of 110% over the previous NI 43-101 estimate from April 2006 (22.9 million tons averaging 0.031 oz Au/ton of measured and indicated mineral resources and 9.4 million tons at 0.046 oz Au/ton of inferred mineral resources). In October 2009, it was decided that US$850 per ounce should be used to more accurately represent the resources that may be reasonably expected to be extracted. Based on this lower gold cut-off value of 0.0106 oz Au/ton, the inferred mineral resources at Robertson increased to 178.9 million tons at a grade of 0.0189 oz Au/ton and containing 3.4 million ounces, which is a 47% increase over the figure reported in the 2008 report.

In 2008, the Company commissioned Beacon Hill to not only update the Robertson resource estimate but to also outline a program for continued development of the Core Claims in 2008 and beyond. Beacon Hill recommended a three-pronged development approach:

1)	Additional exploratory and definition drilling to increase the resource base and the level of confidence in the resource to the indicated and/or measured categories.

2)	Complete a metallurgical program to enhance the metallurgical data.

3)	Commence a Preliminary Assessment Study on the mineralized zones within the Robertson Property to determine which of the zones have the greater potential for viability.

Beacon Hill recommended the following drilling on the Core Claims:

Phase I: 52 RC holes ranging in depth from 500 feet to 1,200 feet and totaling 37,600 feet, to focus on:

·	39A Zone: Ten holes totaling 8,400 feet drilled along the southeast and northeast margins of the zone to test for additional high-grade mineralization.

·	Distal Zone: Ten holes totaling 12,000 feet drilled in the Distal Zone, which remains open for discovery of high-grade mineralization in all directions.

·	Altenburg Hill/South Porphyry Area: Twenty holes totaling 10,000 feet as infill and offset drilling on the northeast flank of Altenburg Hill and in the gravel- covered area south of the Porphyry Zone.

·	Triplet Gulch: Twelve wide-spaced RC holes totaling 7,200 feet to test potential continuity and grade of inferred mineralization.

Phase II: would consist of 21 diamond core holes (HQ diameter) ranging from 300 feet to 1,000 feet-deep and totaling 11,900 feet. The purpose of core drilling is to provide geological data on the controls of mineralization, acquire geotechnical data (RQD and specific gravity), confirm grade and continuity and provide material for metallurgical testing. Drilling has been recommended as follows:

·	39A Zone: Six “twin” core holes totaling 5,000 feet focused in areas of higher grade mineralization.

·	Distal Zone: Four pre-collared “twin” core holes totaling 2,400 feet drilled to confirm grade and geological controls.

·	Altenburg Hill/South Porphyry Area: Six (or more) “twin” core holes totaling 3,000 feet to provide ore-grade oxide mineralization for metallurgical studies and confirm the grade and continuity of mineralization.

·	Gold Pan Zone: Five shallow “twin” core holes totaling 1,500 feet drilled mainly to provide ore-grade oxide mineralization for metallurgical studies and to confirm grade, continuity and geological controls for mineralization.

In 2008, the Company entered into a contract for 37,600 feet of reverse circulation drilling on Robertson Property. The agreement, signed with Lang Exploratory Drilling of Salt Lake City, Utah, began in April following permit approval from the BLM. Robert McCusker, Consulting Geologist, supervised the drill program as a “qualified person” for NI 43-101.

In September 2008, the Company completed its reverse circulation drilling program at Robertson. The program totaled 22,835 feet of drilling in 33 vertical holes which ranged in depth from 500 to 1200 feet. The holes were located on the Altenburg Hill, South Porphyry, 39A and Distal zones in order to increase the gold resource in these zones.

Both Phase I and Phase II were aimed at expanding and upgrading the Robertson inferred resource.

The planned 21 diamond drill holes of Phase II ranged from 300 to 1,000 feet in depth. Phase II drilling would:

1) provide geological data on the controls of mineralization;

2) provide geotechnical data for RQD (“Rock Quality Designation”) and specific gravity;

3) help confirm grade and continuity; and

4) provide material for metallurgical testing.

To help derive exploration priorities to expand the current resource with the 2008 drilling campaign, a series of in-house, draft open pit shapes had been modeled around the 2008 NI 43-101 compliant inferred resource.

During the fiscal year ending January 31, 2008, the Company purchased 100% interest in the 72 claims comprising the Fanny Komp/Elwood Wright lease which forms part of the core area of the Robertson Property for US$250,000.

In February 2010, the Company announced a US$1.5 million plan and budget aimed at advancing the Robertson Property towards a Preliminary Economic Assessment Report (“PEA”). The program consisted of 36 diamond core and 22 reverse circulation holes along with metallurgical test work. In addition, the plan focused on upgrading near-surface oxide resources in the Gold Pan, Altenburg Hill and Porphyry zones to the measured and indicated categories. The metallurgical test work was designed to help establish the suitability of the oxide mineralization in those zones for heap leaching.

In April 2010, SRK Consulting (US) Inc. (“SRK Consulting”), the Company’s environmental compliance and permitting consultants, submitted an amended Plan of Operation (“APO”) to the U.S. Bureau of Land Management (“BLM”) and the Nevada Department of Environmental Protection (“NDEP”) to allow the Company to carry out its 2010 work plan. A setback occurred when the BLM declined the drilling permit application because the Company’s existing Environmental Assessment (“EA”) was out of date. The BLM suggested that the APO be withdrawn and to revert back to a previous Plan of Operation from 2007 that allowed drilling on certain areas of the property without any amendments. In June 2010, the APO was withdrawn. SRK Consulting was immediately commissioned to commence work on the new EA.

Despite the permitting setback, 12 RC holes at Triplet Gulch that were previously permitted under the 2007 APO were drilled in 2010.

A limited diamond drilling program at the Gold Pan and Altenburg Hill zones was also permitted under the 2007 APO. A program totaling 6,700 feet was conducted that represents the first phase of the diamond core drill program announced in the company’s 2010 work plan and budget. The program was designed to verify the 2008 RC drilling assay results and provide material for metallurgical test work. The Gold Pan, Altenburg Hill and Porphyry zones represent near surface resources that could potentially be developed as an open pit/heap leach operation. Past metallurgical testing of Porphyry Zone mineralization returned favorable gold recoveries from the oxide material.

Beacon Hill is currently updating the geostatistical computer block model by incorporating results from the 2008 reverse circulation drilling. The program of drilling and metallurgical test work planned for 2010 was designed in consultation with Beacon Hill and is intended to increase confidence and develop greater continuity and potentially move part of the current inferred resource into the measured and indicated categories.

In January 2011, the Company announced that the metallurgical test program on the 15 core holes drilled on the Altenburg Hill and Gold Pan zones last year, during the period from September 2010 to December 2010, is now underway. McLelland Laboratories Inc. of Reno Nevada is conducting column and bottle roll leach tests to determine the leachibility of the two gold zones. Also, Beacon Hill has started their Preliminary Economic Assessment of the gold resources at Robertson.

Reclamation Activities

The Company spent approximately $12,750 on reclamation and maintenance in fiscal 2011, reclaiming past mining and exploration related disturbances to public lands as required by the BLM and the NDEP.

In August 2008, SRK Consulting prepared an “Aerial Survey Ground Truthing and Revised Cost Estimate” Report for the Company, which following amendments and revisions was submitted to the BLM and NDEP in October 2008. The report outlined and updated results of reclamation done by the Company at the Robertson Property up to 2008.

The BLM and NDEP replied with required changes and updates in April 2009 and a revised “Aerial Survey Ground Truthing and Revised Cost Estimate” was prepared by SRK Consulting on June 10, 2009 and submitted to the BLM and NDEP. As of the date of this Annual Report, the Company has not received acceptance of the report.

In the Try/View area of the Robertson Property, the Company renewed the Notice of Intent to allow further deep drilling.

In the core area of the Robertson Property, the Company also submitted a new “Storm Water Pollution Prevention Plan” and technical report which was approved by the BLM and NDEP in June 2009.

In addition the Company authorized SRK Consulting to prepare:

(a) Comprehensive Permit, List and Schedules (a diary of permitting requirements); and

(b) memo of existing reclamation status and planning for further reclamation.

As at January 31, 2011 and 2010, the Company has a reclamation deposit of US$381,628 as required by the BLM.

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 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.

In March 2003, on behalf of the Company, SRK Consulting submitted a final plan for permanent closure with the BLM and NDEP. The closure plan was approved by both agencies. 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 in the amount of US$381,628. 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. This permit is now renewed annually and reports are submitted quarterly. In addition, the Company has a Stormwater Pollution Control Permit which is also renewed annually.

The Company continues to conduct reclamation and exploration activities under a Plan of Operation (NV067688) approved in 1989 by the BLM. The Plan of Operation was updated in 2007. In April 2010, SRK Consulting, submitted an APO to the BLM and NDEP to allow the Company to carry out its 2010 work plan. A setback occurred when the BLM declined the drilling permit application because the Company’s existing EA was out of date. The BLM suggested that the APO be withdrawn and to revert back to a previous Plan of Operations from 2007 that allowed drilling on certain areas of the property without any amendments. In June 2010, the APO was withdrawn. SRK Consulting was immediately commissioned to commence work on the new EA.

During 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, any 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.

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 feet) 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.

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 and eastern contacts of the Tenabo stock forming the general east-west trend, 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.

Mineral Resource Estimates

In 2007, Beacon Hill was commissioned by the Company to update the resource estimate on the Robertson Property. The purpose of the study was to incorporate additional drilling completed in 2006 in an updated resource estimate and to establish a program for continued development and provide a basis for a subsequent Technical Report. The final NI 43-101 compliant Mineral Resource Estimate for the Robertson Property, Lander County, Nevada report was received by the Company in February 2008. The new estimate, based on a gold price of US$600 per ounce, raised the Robertson Property inferred resource to over 2.3 million ounces of gold, an increase of 110% over the previous NI 43-101 estimate from April 2006. A portion of the oxide resources are locally exposed at the surface and are potentially in an open pit mining configuration. Some of the new resources remain open to expansion on strike and at depth.

In October 2009, the Company received the revised resources for the Robertson Property from Beacon Hill utilizing lower cut-off grades to reflect the positive movement in the price of gold over the last three years. These revised values are based on the NI 43-101 Technical Report titled Mineral Resource Estimate for the Robertson Property, Lander County, Nevada prepared by Beacon Hill in January 2008. The original estimate was based on a gold price of US$600 per ounce, a conservative estimate of gold prices in 2007. The 2008 report estimated the inferred mineral resources for the Robertson property to be 91.2 million tons averaging 0.0253 oz Au/ton and containing over 2.3 million ounces of gold. Gold prices over the last three years have been significantly higher than US$600. Based on more reasonable gold prices and to more closely reflect the rolling average gold price for the preceding three years, it was decided that a price of US$850 per ounce should be used. Based on a gold cut-off value of 0.0106 oz Au/ton, the inferred mineral resource at Robertson increased to 178.9 million tons averaging 0.0189 oz Au/ton and containing nearly 3.4 million ounces, a 47% increase over the figure reported in 2008. It should be noted that operating costs used to calculate the new cut-off grade may not accurately reflect actual operating costs and could adversely affect the resource estimate.

The zones included in the Beacon Hill estimate are located within the Robertson’s Core area. The Company’s other claim blocks, including Norma Sass, Lander Ranch, Ruf, Blue Nugget and the Excluded claims (joint ventured with Barrick Cortez Gold Mines), were not part of the estimate.

Beacon Hill reported the following updated resource estimate using 0.0106 Au opt cut-off:

Zone	Tons	Ounces per Ton	Ounces of Au
Distal	13,310,451	0.0287	382,010
39A	38,945,698	0.0228	887,962
South Zone	9,993,853	0.0209	208,872
Outside	5,422,131	0.0156	84,585
Gold Pan Oxide	12,566,599	0.02	251,332
Altenburg Hill Oxide	12,873,976	0.0152	195,684
Porphyry Oxide	39,049,182	0.0167	652,121
Gold Pan Sulphide	32,524,592	0.0154	500,879
Altenburg Hill Sulphide	1,701,844	0.014	23,826
Porphyry Sulphide	12,535,861	0.0158	198,067

TOTAL	178,924,188	0.0189	3,381,667

Resource estimate parameters:

·	Cut-off grade was calculated on the basis of US$850/oz Au and 70% Au recovery.

·	The 0.0106 ozAu/ton cut-off grade utilized to report the resource was derived from a mining cost of US$1.02/ton, process cost of US$5.00/ton and waste cost of US$1.14/ton.

·	The mineral resources in the table above were estimated using the CIM Standards on Mineral Resources and Reserves.

·	The database comprised a total of 1,160 drill holes, 533,453 feet (162,638 metres) of drilling and 101,757 gold assays.

The inferred resource covers 6 distinct and separate areas; Distal, 39A, Gold Pan, Porphyry, Altenburg Hill, Southern Area and then all remaining blocks outside these areas that warrant inclusion as an inferred resource. In addition, Gold Pan, Porphyry and Altenburg Hill were separated into oxide and sulphide zones for analysis and modeling.

·	An interpreted mineralized envelope was modeled into a solid in MineSight 3D™, with six area mineralized zones and then separated into oxide and sulphide zones.

·	Block dimensions of 25 feet (7.6 m) North, 25 feet (7.6 m) East and 20 feet (6 m) vertically.

·	Grade interpolation of 20 foot (6 m) composites.

·	Composites greater than 0.75 ozAu/ton limited in influence to 100 feet (30.5 m).

·	Tonnage estimates are based on 200 bulk historic density measurements carried out by previous operators. These were assigned to each block by zone. The resources are categorized as inferred since the amount and distribution of bulk tonnage factor data is sparse.

In an effort to offer perspective and comparison, the following table lists the Robertson Deposit Resources for all zones at varying cut-off grades and corresponding metal prices. Note that as of the date of the press release on October 9, 2009, the gold price was at a record high of US$1,050 per ounce.


0.009	1000	259,786,897	0.016	4,156,590
0.0095	950	215,146,526	0.0174	3,743,550
0.0106	850	178,924,188	0.0189	3,381,667
0.012	750	149,133,203	0.0205	3,057,231
0.0129	700	125,174,186	0.0221	2,766,350
0.015	600	91,284,840	0.0253	2,309,506

The mineral resources in the table above were estimated using the CIM Standards on Mineral Resources and Reserves.

This resource is compliant with NI 43-101.

Data Used for Estimate

A total of 1,204 drill holes were supplied for the Robertson Property in Lander County, Nevada which are the combined drill holes for the Gold Pan, 39A, Porphyry, Altenburg Hill and Lower Triplet Gulch zones in addition to areas that have drilling but lie outside the main areas of interest. The drill holes within the database included collars, downhole surveys, assays, and lithology.

Solids models of the main ore zones within the Robertson Deposit were created that encompass the Gold Pan, 39A, Porphyry, Altenburg Hill, Distal and Triplet Gulch deposit areas. The ore zones to be included within the solids model and then to be used for constraining the interpolation procedure are split into an Oxide Zone and a Sulphide Zone where sufficient data existed to do so which included the Gold Pan, 39A, Porphyry and Altenburg Hill areas. Due to its depth, the Distal zone is considered to be sulphide material.

Approximately 200 historic core samples were analyzed for dry bulk density using the volume displacement method. Densities for both ore and waste are primarily related to lithology, argillization, calc-silicate content and sulfide content. The average density for country rock was determined to be 12.2 cu ft/ton and 15.5 cu ft/ton for alluvium (2 determinations). These are historic determinations, which appear to be located for the most part, within the Porphyry Zone. The relative scarcity of specific gravity data is one reason cited by Beacon Hill for the resources being categorized as inferred. One objective of the proposed 2010 core drilling program is to provide suitable material for additional specific gravity determinations.

Estimation Method

The estimation plan includes the following items:

·	Storage of the mineralized zone code and percentage of mineralization.

·	Application of density based on limited SG measurements.

·	Estimation of the grades for Au using ordinary kriging.

·	Ellipsoid orientation was orthogonal and ranges were set to 300 feet in the northing and easting whilst 200 feet in elevation.

The estimation strategy employed a minimum of four composites and a maximum of 15 with a maximum of two from any one drillhole.

Also, an octant search was used as it aids in declustering the estimate. This means that it helps to avoid over-influence of individual drill holes or sectors being overly informed, avoiding the use of samples that clustered together and thereby redundant. The maximum number of composites allowed in any one octant was two.

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, Barrick, formerly 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.

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.

No further work on the Carve-Out Claims is proposed at this time.

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

Effective December 31, 1999, the Company and Levon Resources Ltd. (“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 33.3% 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 66.6% 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.

In January 2005, the Company announced the formation of an exploration agreement with Agnico-Eagle Mines Limited (“Agnico-Eagle”). The agreement covered the Norma Sass, Blue Nugget and Lander Ranch claims. The Norma Sass agreement also included the partnership with Levon. Under the agreement, Agnico-Eagle could 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.

Agnico-Eagle mobilized a reverse circulation drill supplied by Lang Exploratory Drilling of Elko, Nevada to the Norma Sass property on May 15, 2006. Drilling commenced on the Lander Ranch target area and Agnico-Eagle drilled 15,000 feet in 12 to 15 holes on the Norma Sass and related properties. In February 2007, Agnico-Eagle notified the Company that it would not be continuing its option on the Company’s Norma Sass, Lander Ranch and Blue Nugget properties because of other corporate priorities. The Company was pleased with the work done by Agnico-Eagle as they successfully showed depths to the lower plate sequence across the Norma Sass ground and extended the area of gold mineralization at Lander Ranch.

The Company currently owns a 66.6% interest in the Norma Sass and Ruf Claims, after an option agreement with Levon was amended on October 3, 2002 transferring to Levon a 33.3% interest in the Norma Sass and Ruf Claims. Levon is a British Columbia company also engaged in the exploration of precious minerals and has three directors in common to the Company.

In February 2007, Agnico-Eagle notified the Company that it would not be continuing its option on Company’s Norma Sass, Lander Ranch and Blue Nugget properties because of other corporate priorities. The Company was pleased with the work done by Agnico-Eagle. They successfully showed depths to the lower plate sequence across the Norma Sass ground and extended the area of gold mineralization at Lander Ranch.

In September 2008, the Company entered into an exploration, development and mine operating agreement with Barrick Gold Exploration Inc. (“Barrick”), wherein Barrick granted the option to acquire up to a 75% interest in the Company’s and Levon interests in the Norma Sass Property, Nevada.

In May 2009, Barrick announced plans to do target delineation work in the second quarter followed by deep drilling in the third quarter on the Norma Sass property.

In October 2009, Barrick commenced drilling hole NS 09-01 targeting the lower plate carbonate sequence. This hole was drilled at 70 degree dip on a northwesterly azimuth across a SW-NE striking fault which trends into Barrick’s Gold Acres pit one mile to the northeast and is thought to be related to mineralization at Gold Acres. The hole was started using a reverse circulation drill which encountered recovery problems at a depth of 1,680 feet and was replaced by a core drill which completed the hole to a final depth of 2,586 feet. The lower plate and Wenban Limestone were intersected starting at a depth of 1,330 feet and Roberts Mountain Formation was encountered from 1,830 feet to the bottom of the hole. These formations are the major host rocks for the gold deposits at the Pipeline, Gold Acres and Cortez Hills mines.

On November 3, 2010, Barrick notified the Company that it had terminated its option on the Norma Sass property. The Company continues to keep claims in good standing.

(iv) June Claims

In 2008, the Company announced completion of a mineral lease with option to purchase agreement to explore, develop, and exploit six lode mining claims located in Lander County, State of Nevada (the “June Claims”). The June Claims are adjacent to the Company’s View Claims in the northwest section of its Robertson Property. The agreement is for an initial term of four years in consideration of the payment of an annual rent of US$25,000, renewable in successive four year terms, provided that the rent will increase by US$5,000 every four years. The property is subject to a royalty charge of 3% of net smelter returns (“NSR”), subject to the Company’s exclusive right to purchase the NSR for US$1,000,000 per percentage point upon notice to the Lessors. The Company also has the exclusive right to purchase the property, subject to the NSR, for US$1,000,000 upon notice to the Lessors. No further work on the June Claims is proposed at this time.

(v) 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. Several claims were added in 1987 (from the JD Group). The JDNN claims consisting of 27 potential lode mining claims totaling 560 acres are a re-staking of the original JD 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.

(vi) Eagle Claims, Nevada, U.S.A.

The Eagle Claims consist of 45 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 comprise a total of approximately 646 acres. The Eagle Claims are approximately three miles west of Crescent Valley, Nevada, and approximately 18 miles southeast of Battle Mountain, Nevada. Access to the 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 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 Eagle Claims with the Company. The Company has written down the Eagle Claims to a nominal value. There is no underground or surface plant or equipment on the Eagle Claims, or any known body of commercial ore.

(vii) 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. The Company has written 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.

Item 4A. Unresolved Staff Comments

Not Applicable.

Item 5.Operating and Financial Review and Prospects

The following discussion and analysis of the operations, results and financial position of the Company for the years ended January 31, 2011, 2010 and 2009 should be read in conjunction with the January 31, 2011 Consolidated Financial Statements and the notes thereto.

The financial statements are prepared in accordance with Canadian GAAP which has several notable differences from US GAAP. Canadian GAAP permits the deferral of acquisition and exploration costs, subject to periodic adjustments for impairment, whereas US GAAP requires that such costs be expensed in the period incurred. See Note 16 to the financial statements which sets out a reconciliation between Canadian and US GAAP.

A. Results of Operations

Twelve months ended January 31, 2011 compared with the twelve months ended January 31, 2010

General and Administrative Expenses

General and administrative expenses totaled $1,271,786 for the year ended January 31, 2011 compared with $1,613,713 for the year ended January 31, 2010, a decrease of $341,927. This difference is primarily caused by a significant decrease of $473,028 in stock-based compensation. The majority of the stock-based compensation of $1,038,289 in fiscal year 2010 is due to an expense related to the extension of the expiry date of warrants. The expiry date of warrants was modified resulting in a one-time charge of $703,897 to stock-based compensation. There was also decreases of $24,844 in consulting fees, $2,045 in legal and accounting, and $7,424 in office and miscellaneous. During the 2010 year, the Company reduced the management and consulting fees paid for two contracts and reclassified one consultant fees as management fees. These decreases were offset with increases of $116,321 in investor relations, $9,750 in management fees, $27,628 in salaries and benefits, and $10,860 in travel. The higher investor relations expense and travel in the current year were resulting from various promotion programs and participations in international trade shows. The salaries and benefits were higher because of an increase in personnel.

Income / Loss for the Year

The loss was $1,225,380 for the year ended January 31, 2011 compared with a gain of $1,711,611in the prior year, a decrease of $2,936,991. This significant difference is largely a result of future income taxes. In the current year, there was an expense of $71,196 whereas there was a gain of $2,840,855 in the prior year, which was a result in a change in estimate of the valuation allowance of future income tax assets. The decline of $341,927 in general and administrative expenses was offset by a decline of $369,903 in foreign exchange. The significant foreign exchange gain of $464,851 in the comparative period was related to the future income tax calculation. The interest income in the current period was $20,036 higher as a result of high cash holdings from a private placement

Twelve months ended January 31, 2010 compared with the twelve months ended January 31, 2009

General and Administrative Expenses

General and administrative expenses totaled $1,613,713 for the year ended January 31, 2010 compared with $2,516,862 for the year ended January 31, 2009, a decrease of $903,149. This decrease is mainly driven by a significant decrease of $730,974 in stock-based compensation. The large cost in stock based compensation in the comparative period is due to an expense of $1,513,500 related to the extension of the expiry date of warrants. Refer to Note 8(c) of the Consolidated Financial Statements.

An overall reduction in spending has resulted in decreases of $47,923 in legal and accounting, $43,201 in investor relations and shareholder information, $35,936 in travel, $24,560 in salaries and benefits, $9,750 in management fees, and $7,347 in office and miscellaneous. The decrease in investor relations expenses is due to the cancellation of an investor relations consulting contract along with a reduction in research reports and publications. The decline in travel expenses resulted from less promotional activities in the current year. The lower fees in legal and accounting is resulting from the reduction of legal services in the current period. During the year, the Company reduced the management and consulting fees paid for two contracts and higher directors’ fees were a result of fees paid to a Director for his service on the board and various committees.

Income / Loss for the Period

Income for the year ended January 31, 2010 was $1,711,611 compared with a loss of $3,746,165 for prior year, an increase of $5,457,776. In addition to the decrease of $903,149 in general and administrative expenses, this difference resulted from significant increases of $1,230,621 in foreign exchange gain along with $3,374,152 in future income tax recovery. The Company recorded a change in estimate of the future income tax asset and this estimate also resulted in an increase in foreign exchange due to the change in foreign exchange between the January 31, 2009 closing and January 31, 2010. Slightly offsetting these differences was a reduction of $67,146 in interest income, which declined from $69,764 in fiscal 2009 to $2,618 in current year. The write-off of $17,000 in directors’ fees in the current period also contributed to the variance.

Currency Fluctuations

The Company’s currency fluctuation exposure is primarily to the U.S. Dollar and the Canadian Dollar. 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 currencies in which the Company operates could have a material effect on the Company’s operations and its financial results.

B. Liquidity and Capital Resources

During the year ended January 31, 2011 the Company incurred expenditures that increased its mineral property carrying value on the Robertson Property by $1,145,448. At this time the Company has no operating income but is earning interest income on its entire cash holdings.

At January 31, 2011, the Company had working capital of $2,598,318 and cash and cash equivalents of $2,695,864. During the year ended January 31, 2011, the Company completed two tranches of non-brokered private placement and along with the exercise of warrants and options had net cash proceeds of $3,884,207. Refer to Note 8 of the Consolidated Financial Statements.

The Company has sufficient cash on hand at this time to finance limited exploration work on its mineral properties and maintain administrative operations for the next 12 months. The Company is in the exploration stage. The investment in and expenditures on the mineral property comprise substantially all of the Company’s assets. The recoverability of amounts shown for its mineral property interest and related deferred costs are dependent upon the continued support of its directors, the discovery of economically recoverable reserves and the ability of the Company to obtain the financing necessary to complete development and achieve profitable operations in the future. The outcome of these matters cannot be predicted at this time.

Mineral exploration and development is capital intensive, and in order to maintain its interest the Company will be required to raise new equity capital in the future. There is no assurance that the Company will be successful in raising additional new equity capital.

C. Research and Development, Patents and Licenses, etc.

The Company is a mineral exploration company with no research and development policies.

D. Trend Information

As at the time of filing this Annual Report and as otherwise disclosed in this Annual Report, the Company is not aware of any specific trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition. Many factors that are beyond the control of the Company can affect the Company’s operations, including, but not limited to, the price of minerals, the economy on a global scale, land and exploration permitting, and the appeal of investments in exploration companies. The appeal of exploration companies as investment alternatives could effect the liquidity of the Company and thus future exploration, development and financial conditions of the Company. Other factors such as retaining qualified mining personnel and contractor availability and costs could also impact the Company’s operations.

E. Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

F. Tabular Disclosure of Contractual Obligations

As of January 31, 2011, the Company had the following contractual obligations:

	Payment due by period
	Total		<1 year		1-3 Years		3-5 Years		More than 5 years
Future Income Tax Liabilities	$	1,744,579		-		-		-	$	1,744,579
Total	$	1,744,579	$	-	$	-	$	-	$	1,744,579

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 August 12, 2011. The directors were re-elected by the Company’s shareholders on July 28, 2011 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

Louis Wolfin	Chairman and Director	Mining Executive; Director of Cresval Capital Corp.	July 1990

Ronald Andrews	Director	Director of Berkley Resources Inc. and North Coast Live Insurance Company. Owner and operator of Andrews Orchards	January 2010

Chris Sampson	Vice President Exploration and Director	Director and Vice President Exploration of the Company; Professional Engineer, Director of Sego Resources Ltd.	January 1996

David Wolfin(1)	Director, President & Chief Executive Officer	Director, President and CEO of the Company; Director of Bralorne Gold Mines Ltd. and Berkley Resources Inc.; Director, President and CEO of Gray Rock Resources Ltd. and Avino Silver & Gold Mines Ltd.; and Director of Mill Bay Ventures Inc. and Cresval Capital Corp.; Director and VP Finance of Levon Resources Ltd.	September 1997

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.	July 2003

Dorothy Chin	Corporate Secretary	Corporate Secretary of the Company and of Avino Silver & Gold Mines Ltd., Bralorne Gold Mines Ltd., Gray Rock Resources Ltd., Levon Resources Ltd. and formerly Corporate Secretary of Mill Bay Ventures Inc. and Dentonia Resources Ltd.	September 2008

Lisa Sharp	Chief Financial Officer	Chief Financial Officer of the Company and of Avino Silver & Gold Mines Ltd., Bralorne Gold Mines Ltd., Gray Rock Resources Ltd., Levon Resources Ltd., Venerable Ventures Ltd. and formerly Chief Financial Officer of Mill Bay Ventures Inc.	June 2008

____________

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

B. Compensation

During the last completed fiscal year of the Company, the Company had three executive officers, namely its Chief Executive Officer (“CEO”), David Wolfin, its former CEO, Louis Wolfin and its Chief Financial Officer (“CFO”), Lisa Sharp.

1)	Compensation Discussion and Analysis

The Company does not have a compensation program other than paying base salaries, incentive bonuses, and incentive stock options to its executive officers. The Company recognizes the need to provide a compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive’s level of responsibility. The objectives of base salary are to recognize market pay, and acknowledge the competencies and skills of individuals. The objectives of incentive bonuses in the form of cash payments are designed to add a variable component of compensation, based on corporate and individual performances for executive officers and employees. No incentive bonuses were paid to executive officers and employees during the most recently completed fiscal year. The objectives of the stock option are to reward achievement of long-term financial and operating performance and focus on key activities and achievements critical to the ongoing success of the Company. Implementation of a new incentive stock option plan and amendments to the existing stock option plan are the responsibility of the Company’s Compensation Committee.

The Company has no other forms of compensation, although payments may be made from time to time to individuals or companies they control for the provision of consulting services. Such consulting services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm’s length services providers.

The process for determining executive compensation relies solely on discussions amongst the board of directors of the Company (the “Board”) with the input from and upon the recommendations of the Compensation Committee, without any formal objectives criteria and analysis.

Actual compensation will vary based on the performance of the executives relative to the achievement of goals and the price of the Company’s securities.

Compensation Element	Description	Compensation Objectives
Annual Base Salary	Salary is market-competitive, fixed level of compensation	Retain qualified leaders, motivate strong business performance.
Incentive Bonuses	Cash payment to add variable component to compensation	Based on corporate and individual performances of key personnel.
Incentive Stock Option	Equity grants are made in the form of stock options. The amount of grant will be dependent on individual and corporate performance.	Retain qualified leaders, motivate strong business performance.

2)	Summary Compensation Table

The following table sets forth particulars concerning the compensation paid or accrued for services rendered to the Company in all capacities during the last three most recently completed financial years ended January 31, 2009, 2010 and 2011 of the Company to its NEOs:

Name and principal position	Year	Salary ($)	Share-based awards ($)1	Option-based awards ($)2	Non-equity incentive plan compensation ($)3		Pension value ($)3	All other compensation ($)	Total compensation ($)
Name and principal position	Year	Salary ($)	Share-based awards ($)1	Option-based awards ($)2	Annual incentive plans	Long-term incentive plans	Pension value ($)3	All other compensation ($)	Total compensation ($)
DAVID Wolfin(4) President, CEO & Director	2011	$30,000	NIL	$76,093	NIL	NIL	NIL	NIL	$106,093
	2010	$30,000	NIL	$49,901	NIL	NIL	NIL	NIL	$79,901
	2009	$30,000	NIL	NIL	NIL	NIL	NIL	NIL	$30,000
Louis Wolfin(4) Chairman & Director, Former CEO	2011	$75,000	NIL	$63,386	NIL	NIL	NIL	NIL	$138,386
	2010	$75,000	NIL	$41,584	NIL	NIL	NIL	NIL	$116,584
	2009	$75,000	NIL	NIL	NIL	NIL	NIL	NIL	$75,000
Lisa Sharp CFO	2011	$20,900	NIL	$42,122	NIL	NIL	NIL	NIL	$63,022
	2010	$21,817	NIL	$27,723	NIL	NIL	NIL	NIL	$49,540
	2009	$12,756	NIL	NIL	NIL	NIL	NIL	NIL	$12,756

_____________

1 The Company does not currently have any share-based award plans.

2 The methodology used to calculate the grant date fair value is based on the Black-Scholes Option Pricing Model. The Company used the following weighted average assumptions in the model to determine the award recorded above: Dividend Yield – Nil; Expected Life – 5 years; Volatility – 114.29%; Risk Free Interest Rate – 2.30%.

3 The Company does not have any non-equity incentive plans or any pension plans

4 On June 28, 2010, Mr. Louis Wolfin resigned as CEO and Mr. David Wolfin was appointed CEO. Mr. David Wolfin’s salary was paid to Intermark Capital Corp., a private BC corporation controlled by David Wolfin. Mr. Louis Wolfin’s salary was paid to Frobisher Securities Limited, a private BC corporation controlled by Louis Wolfin.

Annual Base Salary

Base Salary for the executive officers is determined by the Board upon the recommendation of the Compensation Committee and its recommendations are reached primarily by comparison of the remuneration paid by other reporting issuers with the same size and industry and with publicly available information on remuneration that the Compensation Committee feels is suitable.

The Annual Base Salary paid to the executive officers shall, for the purpose of establishing appropriate increases, be reviewed annually by the Board upon the recommendation of the Compensation Committee thereof as part of the annual review of executive officers. The decision on whether to grant an increase to the executive’s base salary and the amount of any such increase shall be in the sole discretion of the Board and Compensation Committee thereof.

Long Term Incentive Plan (LTIP)

The Company does not have a LTIP, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities), was paid or distributed to the executive officers during the most recently completed financial year ended January 31, 2011.

Option Based Award

An Option Based Award is in the form of an incentive stock option plan. The objective of the incentive stock option is to reward executive officers, employees’ and directors’ individual performance at the discretion of the Board upon the recommendation of the Compensation Committee. The plan currently used by the Company is 2010 Stock Option Plan (the “Plan”).

The Company currently maintains a formal stock option plan, under which stock options have been granted and may be granted to purchase a number equal to 10% of the Company’s issued capital from time to time. For details of the option plan please refer to “Particulars of Matters to be Act Upon” in the Information Circular filed with the SEC on July 8, 2011.

The Plan is administered by the Compensation Committee. The process the Company uses to grant option-based awards to executive officers is upon the recommendations of the Compensation Committee to the Board of Directors.

The role of the Compensation Committee is to recommend to the Board the compensation of the Company’s directors and the executive officers which the Committee feels is suitable.

As of January 31, 2011, stock options to purchase a total of up to 3,293,000 shares have been granted and remain outstanding under the Plan, leaving 1,939 options available for issuance. All previous grants of option-based awards are taken into account when considering new grants.

3)	Incentive Plan Awards

Outstanding share-based awards and option-based awards

The following table sets forth the options granted to the executive officers to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended January 31, 2011:

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)(1)
David Wolfin President, CEO and Director	60,000 100,000 90,000 105,000 55,000	$1.29 $1.00 $0.76 $0.45 $0.80	Sept 5, 2011 Sept 26, 2012 Jan 13, 2015 Sep 17, 2015 Jan 21, 2016	Nil Nil $8,100 $42,000 $2,750	Nil	Nil
Louis Wolfin Chairman & Director, Former CEO	225,000 75,000 80,000 50,000	$1.29 $0.76 $0.45 $0.80	Sept. 5, 2011 Jan. 13, 2015 Sep 17, 2015 Jan 21, 2016	Nil $6,750 $32,000 $2,500	Nil	Nil
Lisa Sharp CFO	50,000 50,000 35,000	$0.76 $0.45 $0.80	Jan. 13, 2015 Sep 17, 2015 Jan 21, 2016	$4,500 $20,000 $1,750	Nil	Nil

______________

(1) In-the-Money Options is the difference between the market value of the underlying securities at January 31, 2011 and the exercise price of the option. The closing market price of the Company’s common shares as at January 31, 2011 was $0.85 per common share.

Incentive plan awards – value vested or earned during the year

The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to executive officers during the most recently completed financial year ended January 31, 2011:

Name	Option-based awards – Value vested during the year ($)(1)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
David Wolfin President, CEO and Director	Nil	Nil	Nil
Louis Wolfin Chairman & Director, Former CEO	Nil	Nil	Nil
Lisa Sharp CFO	Nil	Nil	Nil

__________

(1) The options have no value since the exercise price was higher than the market price at the grant date.

4)	Pension Plan Benefits

No pension plan or retirement benefit plans have been instituted by the Company and none are proposed at this time.

5)	Termination and Change of Control Benefits

The Company does not have any employment contracts with the executive officers, and there are no contractual provisions for termination of employment or change in responsibilities.

6)	Director Compensation

The following table sets forth the value of all compensation paid to the directors during the most recently completed financial year ended January 31, 2011:

Name	Fees earned ($)	Share-based awards ($)	Option-based awards ($)(1)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Louis Wolfin	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Gary Robertson*	$6,000	NIL	$45,464	NIL	NIL	NIL	$51,464
Chris Sampson	NIL	NIL	$45,464	NIL	NIL	NIL	$45,464
David Wolfin	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Ronald Andrews*	$5,250	NIL	$45,464	NIL	NIL	NIL	$50,464

_________

* Independent and Non-Employee Directors.

(1)

The methodology used to calculate the grant date fair value is based on the Black-Scholes Option Pricing Model. The Company used the following weighted average assumptions in the model to determine the award recorded above: Dividend Yield – Nil; Expected Life – 5 years; Volatility – 113.69%; Risk Free Interest Rate –2.25%.

The Company pays its independent directors $750 per quarter and an additional $750 per quarter for being a member of three committees.

Incentive stock options have been granted to non-NEO directors of the Company as follows:

Name	Number of options	Option exercise price ($)	Option expiration date	Option Exercised	Balance of Option Un-Exercised
Gary Robertson	60,000	$1.29	Sep 05, 2011	Nil	60,000
	75,000	$1.00	Sep 26, 2012	Nil	75,000
	50,000	$0.76	Jan 13, 2015	Nil	50,000
	50,000	$0.45	Sep 17, 2015	Nil	50,000
	40,000	$0.80	Jan 21, 2016	Nil	40,000
Chris Sampson	60,000	$1.29	Sep 05, 2011	Nil	60,000
	25,000	$1.00	Sep 26, 2012	Nil	25,000
	25,000	$0.76	Jan 13, 2015	Nil	25,000
	50,000	$0.45	Sep 17, 2015	Nil	50,000
	40,000	$0.80	Jan 21, 2016	Nil	40,000
Ronald Andrews	50,000	$0.76	Jan 13, 2015	Nil	50,000
	50,000	$0.45	Sep 17, 2015	Nil	50,000
	40,000	$0.80	Jan 21, 2016	Nil	40,000
TOTAL:	710,000				710,000

Termination of Employment, Changes in Responsibilities and Employment Contracts

The Company does not have an employment contract with the executive officers, and there are no contractual provisions for termination of employment or change in responsibilities.

C. Board Practices

Currently, the Company has five 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 28, 2011, the shareholders elected Ronald 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 “independent” (Messrs. Andrews and Robertson) for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices.

Two of the directors (Messrs. David Wolfin and Louis Wolfin) who are considered related are related by family. Chris Sampson is also the Vice-President of Exploration of the Company and is not independent.

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 presides 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 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 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 and committees may take action at regularly held meetings or at a meeting by conference call or by written consent.

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 as appropriate. When considering nominees to the Board the Corporate Governance 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 Corporate Governance Committee is also responsible for the Company’s corporate governance guidelines. The Corporate Governance Committee may retain legal or other advisors.

The Corporate Governance Committee currently consists of three directors (Messrs. Ronald Andrews, Gary Robertson and Chris Sampson). Messrs. Andrews and Robertson are considered independent.

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 Audit Committee has direct communications channels with the Company’s auditors. The Audit Committee reviews the Company’s financial statements and related management’s discussion and analysis of financial and operating results. The Audit Committee can retain legal, accounting or other advisors.

The Audit Committee consists of Gary Robertson, Ronald Andrews and Chris Sampson, all of whom are financially literate. Currently, the Audit 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 Ronald Andrews are both independent, having no direct or indirect material relationship with the Company which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

It is intended that this Audit 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.

Compensation Committee

The Compensation Committee recommends to the Board the compensation of the Company’s directors and the Chief Executive Officer which the Compensation Committee feels is suitable. Its recommendations are reached primarily by comparison of the remuneration paid by the Company with publicly available information on remuneration paid by other reporting issuers that the Compensation Committee feels are similarly placed within the same business of the Company.

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

D. Employees

As at January 31, 2011 and 2010, the Company has one full-time employee located in Nevada, United States. The Company’s senior management as well as administrative and corporate services are located in Canada; however, these people are not considered employees of the Company in a legal sense. Senior management and administrative staff are contracted by the Company through their companies or through the Company’s cost sharing agreement for overhead and corporate services with Oniva International Services Corp.

E. Share Ownership

The following table sets out the share ownership of the individuals referred to in “Compensation” as of August 8, 2011:

Name of Beneficial Owner	Number of Shares		Percent
Louis Wolfin		2,310,101		6.88	%
Chris Sampson		66,300		*
Ronald Andrews	Nil			*
Gary Robertson		173,550		*
David Wolfin		770,600		2.29	%
Lisa Sharp	Nil			N/A

*Less than one percent

Outstanding Options

The following information, as of August 8, 2011, reflects outstanding options held by the individuals referred to in “Compensation”:

	No. of Shares	Date of Grant	Exercise Price	Expiration Date

David Wolfin President, CEO and Director	60,000 100,000 90,000 105,000 55,000	Sept 5, 2006 Sept 26, 2007 Jan 13, 2010 Sep 17, 2010 Jan 21, 2011	$1.29 $1.00 $0.76 $0.45 $0.80	Sept 5, 2011 Sept 26, 2012 Jan 13, 2015 Sep 17, 2015 Jan 21, 2016

Louis Wolfin Director & Former CEO	225,000 75,000 80,000 50,000	Sept 5, 2006 Jan 13, 2010 Sep 17, 2010 Jan 21, 2011	$1.29 $0.76 $0.45 $0.80	Sept 5, 2011 Jan 13, 2015 Sep 17, 2015 Jan 21, 2016

Lisa Sharp CFO	50,000 40,000 35,000	Jan 13, 2010 Sep 17, 2010 Jan 21, 2011	$0.76 $0.45 $0.80	Jan 13, 2015 Sep 17, 2010 Jan 21, 2016

Chris Sampson Director	60,000 25,000 25,000 50,000 40,000	Sep 5, 2006 Sep 26, 2007 Jan 13, 2010 Sep 17, 2010 Jan 21, 2011	$1.29 $1.00 $0.76 $0.45 $0.80	Sept 5, 2011 Sep 26, 2012 Jan 13, 2015 Sep 17, 2015 Jan 21, 2016

Ronald Andrews Director	50,000 50,000 40,000	Jan 13, 2010 Sep 17, 2010 Jan 21, 2011	$0.76 $0.45 $0.80	Jan 13, 2015 Sep 17, 2015 Jan 21, 2016

Gary Robertson Director	60,000 75,000 50,000 50,000 40,000	Sept 5, 2006 Sept 26, 2007 Jan 13, 2010 Sep 17, 2010 Jan 21, 2011	$1.29 $1.00 $0.76 $0.45 $0.80	Sept 5, 2011 Sept 26, 2012 Jan 13, 2015 Sep 17, 2015 Jan 21, 2016

Item 7.Major Shareholders and Related Party Transactions

A. Major Shareholders

To the knowledge of 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.

As of July 28, 2011 to the knowledge of the Company’s directors and senior officers, no person who owned more than five (5%) percent of the outstanding shares of each class of the Company’s voting securities other than Louis Wolfin who owned 2,310,101 common shares, about 7.26% of the outstanding common shares.

B. Related Party Transactions

Related party transactions for the year ended January 31, 2011 are as follows:

(a)	$30,000 (2010 - $30,000; 2009 - $30,000) was paid for management fees to a private company controlled by a director and officer of the Company;

(b)	$75,000 (2010 - $75,000; 2009 - $75,000) was paid for management fees to a private company controlled by a director and officer of the Company;

(c)	$12,000 (2010 - $20,250; 2009 - $30,000) was paid for consulting fees to a private company controlled by an officer of related Company;

(d)	$12,000 (2010 - $20,250; 2009 - $30,000) was paid for consulting fees to a private company controlled by an officer of related Company;

(e)

$167,436 (2010 - $147,711; 2009 - $186,734) was charged for office and miscellaneous, salaries and benefits, and administrative services paid on behalf of the Company by Oniva International Services Corp. (“Oniva”), a private company owned by the Company and five other reporting issuers having common directors;

(f)	$nil (2010 - $nil; 2009 - $39,526) was paid for geological consulting services to a private company controlled by a former director of the Company;

(g)	$35,750 (2010 - $24,690; 2009 - $35,888) was paid for geological consulting services to a private company controlled by a director and officer of the Company;

(h)	$17,250 (2010 - $18,000; 2009 - $12,000) was charged for directors’ fees to the Directors’ of the Company; and

(i)	$nil (2010 - $17,000; 2009 - $nil) in advances payable to related parties relating to directors’ fees outstanding since 2003.

These charges were measured at the exchange amount, which is the amount agreed upon by the transacting parties.

The Company entered into a cost-sharing agreement during 2005 to reimburse Oniva International Services Corp. for a variable percentage 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’s notice by either party.

Advances receivable from related party comprises US$59,664 (2010 - US$56,277) less an allowance for non collection of US$39,113 (2010 - US$39,113) due from a company related by common directors. Amounts due are without stated terms of interest or repayment.

Advances payable to related parties include $2,429 (2010 - $14,949) due to Oniva, $nil (2010 - $6,000) due to directors of the Company, and $3,794 (2010 - $2,073) due to two private companies each controlled by directors. Amounts due are without stated terms of interest or repayment.

C. Interests of Experts and Counsel

Not Applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

The following financial statements of the Company are included under Item 17 to this Annual Report and include the following:

·	Independent Auditors’ Report;

·	Consolidated Balance Sheets as at January 31, 2011 and January 31, 2010;

·	Consolidated Statements of Operations and Comprehensive Loss for the years ended January 31, 2011, 2010 and 2009;

·	Consolidated Statements of Shareholders’ Equity for the years ended January 31, 2011, 2010 and 2009;

·	Consolidated Statements of Cash Flows for the years ended January 31, 2011, 2010 and 2009; and

·	Notes to the Consolidated Financial Statements for the years ended January 31, 2011, 2010 and 2009.

Legal Proceedings

The Company is not involved in any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or had in the recent past, significant effects on the Company’s financial position or profitability, including governmental proceedings pending or known to be contemplated.

Dividend Policy

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

B. Significant Changes

None.

Item 9. The Offering and Listing

A. Offer and Listing Details

The following table sets forth 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 periods indicated.

	TSX-V (Canadian Dollars)				OTCBB (United States Dollars)
Last Six Months	High		Low		High		Low
July 2011		0.76		0.67		0.77		0.68
June 2011		0.70		0.57		0.72		0.60
May 2011		0.83		0.63		0.87		0.65
April 2011		0.90		0.73		0.93		0.76
March 2011		1.08		0.71		1.11		0.71
February 2011		1.10		0.75		1.13		0.75

2010-2011	High		Low		High		Low
Fourth Quarter ended January 31, 2011		1.00		0.47		1.01		0.49
Third Quarter ended October 31, 2010		0.56		0.31		0.55		0.29
Second Quarter ended July 31, 2010		0.59		0.28		0.59		0.26
First Quarter ended April 30, 2010		0.66		0.46		0.65		0.46

2009-2010	High		Low		High		Low
Fourth Quarter ended January 31, 2010		0.87		0.57		0.88		0.53
Third Quarter ended October 31, 2009		1.00		0.38		0.93		0.33
Second Quarter ended July 31, 2009		0.64		0.35		0.59		0.31
First Quarter ended April 30, 2009		1.00		0.29		0.69		0.15

Last Five Fiscal Years	High		Low		High		Low
2011 Annual		1.10		0.57		1.13		0.60
2010 Annual		1.00		0.275		0.93		0.15
2009 Annual		1.49		0.11		1.49		0.07
2008 Annual(1)		3.98		0.45		1.17		0.45
2007 Annual		6.99		2.70		5.95		2.30

____________

(1)

On July 17, 2007 the shareholders approved a subdivision of the Company’s issued share capital by dividing one common share into three common shares. This was accepted for filing by the TSX Venture Exchange on August 19, 2007 and the common shares commenced trading on a sub-divided basis at the opening of August 29, 2007.

B. Plan of Distribution

Not Applicable.

C. Markets

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

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

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.

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 British Columbia Business Corporations 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; and/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.

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 at a 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 the requisite majority 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 means: (a) a resolution passed by a majority of not less than the requisite majority 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

The Company entered into a cost sharing agreement dated October 1, 1997, and amended November 1, 2003 to reimburse Oniva International for a variable percentage of Oniva’s overhead expenses, to reimburse 100% of Oniva’s out-of-pocket expenses incurred on behalf of the company, and to pay to Oniva a percentage fee based on the total overhead and corporate expenses. The agreement may be terminated with one month notice by either party.

D. Exchange Controls

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

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

E. Taxation

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 “Tax Act”), 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.

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 (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:

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.

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.

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.

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 Internal Revenue Code (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 is not and will not 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/Foreign Personal Holding Company/Foreign Investment Company

A corporation will be classified as a personal holding company (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 federal income tax of 39.6% on its undistributed personal holding company income (generally limited, in the case of a foreign corporation, to United States source income).

A corporation will be classified as a foreign personal holding company (an “FPHC”) and not a PHC if at any time during a tax year (i) five or fewer individual United States citizens or residents directly or indirectly or by attribution own more than 50% of the total combined voting power or value of the corporation’s stock and (ii) at least 60% of its gross income consists of foreign personal holding company income (defined generally to include dividends, interest, royalties, rents and certain other types of passive income). Each United States shareholder in a FPHC is required to include in gross income, as a dividend, an allocable share of the FPHC’s undistributed foreign personal holding company income (generally the taxable income of the FPHC, as specially adjusted).

A corporation will be classified as a foreign investment company (an “FIC”) if for any taxable year it: (i) is registered under the Investment Company Act of 1940, as amended, as a management company or share investment trust or is engaged primarily in the business of investing or trading in securities or commodities (or any interest therein); and (ii) 50% or more of the value or the total combined voting power of all the corporation’s stock is owned directly or indirectly (including stock owned through the application of attribution rules) by United States persons. In general, unless an FIC elects to distribute 90% or more of its taxable income (determined under United States tax principles as specially adjusted) to its shareholders, gain on the sale or exchange of FIC stock is treated as ordinary income (rather than capital gain) to the extent of such shareholder’s ratable share of the corporation’s earnings and profits for the period during which such stock was held.

The Company believes that it is not and will not be a PHC, FPHC or FIC. 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 31% 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.

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 SEC. You may read and copy any document that we file at the SEC’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.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

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

None.

Item 15.Controls and Procedures

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, the Company’s principal executive officer and principal financial officer evaluated the Company’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report. Based on the evaluation, these officers concluded that as of the end of the period covered by this Annual Report, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the SEC. These disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.”

Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. The Company intends to remediate the material weaknesses as set out below.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for the Company. The Company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, including the Company’s principal executive officer and principal financial officer, along with an independent consultant, conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of January 31, 2011 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, the Company’s management concluded the Company’s internal control over financial reporting was not effective as at January 31, 2011 due to the following material weaknesses: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting, financial reporting and corporate governance; and (iii) insufficient disaster recovery plans.

The Company has taken steps to enhance and improve the design of the Company’s internal controls over financial reporting, however these steps were not complete as of January 31, 2011. During the period covered by this annual report on Form 20-F, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during the Company’s fiscal year ending January 31, 2012: (i) address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting, financial reporting and corporate governance; and (iii) implement a disaster recovery plan.

The Company’s internal control over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting in the year ended January 31, 2011; however, as a result of the evaluation of the Company’s internal control over financial reporting as of January 31, 2011, conducted by the Company’s principal executive officer, principal financial officer and an independent consultant, we expect to make such changes during the year ending January 31, 2012.

Item 16.[Reserved]

Item 16A.Audit Committee Financial Expert

The Board 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 defined in the NASDAQ listing rules.

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 year ended January 31, 2011, 2010 and 2009 was Smythe Ratcliffe LLP, Chartered Accountants.

Audit Fees

The aggregate fees billed by Smythe Ratcliffe LLP for the audit of the Company’s annual financial statements for the fiscal year ended January 31, 2011 were $38,500 (2010 - $38,500; 2009 - $44,000).

Audit-Related Fees

The audit related fees billed by Smythe Ratcliffe LLP for the year ended January 31, 2011 are estimated to be $5,000 (2010 - $5,084; 2009 - $4,995). These fees relate to the advisory services provided with respect to the Company’s Form 20-F.

Tax Fees

The tax fees billed by Smythe Ratcliffe LLP for the years ended January 31, 2011 are $2,000 (2010 - $1,500; 2009 - $1,500).

All Other Fees

The aggregate fees billed for all other professional services rendered by the Company’s independent registered public accounting firm were nil for the fiscal years ended January 31, 2011, 2010 and 2009.

The Audit Committee approved 100% of the fees paid to the principal accountant for audit-related, tax and other fees in the fiscal year 2011. 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.

Item 16F.Changes in Registrants Certifying Accountant

None.

Item 16G.Corporate Governance

Not applicable.

PART III

Item 17.Financial Statements

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

Independent Auditors’ Report.		56
Consolidated Balance Sheets		57
Consolidated Statements of Operations and Comprehensive Loss		58
Consolidated Statements of Shareholders’ Equity		59
Consolidated Statements of Cash Flows		60
Notes to Consolidated Financial Statements	61 thru 88

Item 18.Financial Statements

Not applicable. 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
15.1		Geological Report on the Robertson Property*
15.2		Update of the Geological Report on the Robertson Property*

___________________________

* Incorporated by reference from a previous filing.

CORAL GOLD RESOURCES LTD.

(an Exploration Stage Company)

Audited Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(in Canadian Dollars)

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The consolidated financial statements of Coral Gold Resources Ltd. are the responsibility of the Company’s management. The consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles and reflect management’s best estimates and judgment based on information currently available.

Management has developed and is maintaining a system of internal controls to ensure that the Company’s assets are safeguarded, transactions are authorized and properly recorded and financial information is reliable.

The Board of Directors is responsible for ensuring management fulfills its responsibilities. The Audit Committee reviews the results of the audit and the annual consolidated financial statements prior to their submission to the Board of Directors for approval.

The consolidated financial statements as at January 31, 2011 and 2010 and for the years ended January 31, 2011, 2010 and 2009 have been audited by Smythe Ratcliffe LLP, Chartered Accountants, and their report outlines the scope of their examination and gives their opinion on the consolidated financial statements.

“David Wolfin”		“Lisa Sharp”
_______________________________		______________________________
David Wolfin		Lisa Sharp
CEO		CFO

Vancouver, Canada
May 30, 2011

INDEPENDENT AUDITORS’ REPORT

TO THE SHAREHOLDERS OF CORAL GOLD RESOURCES LTD.

(An Exploration Stage Company)

We have audited the accompanying consolidated financial statements of Coral Gold Resources Ltd. (an exploration stage company), which comprise the consolidated balance sheets as at January 31, 2011 and 2010, and the consolidated statements of operations, shareholders’ equity and cash flows for the years ended January 31, 2011, 2010 and 2009, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Coral Gold Resources Ltd. as at January 31, 2011 and 2010, and the results of its operations and its cash flows for the years ended January 31, 2011, 2010 and 2009 in accordance with Canadian generally accepted accounting principles.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 of the consolidated financial statements, which indicates that the Company incurred deficit accumulated during the exploration stage of $32,481,501 as at January 31, 2011. This condition, along with other matters set forth in Note 1, indicate the existence of a material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern.

Chartered Accountants

Vancouver, British Columbia

May 30, 2011

CORAL GOLD RESOURCES LTD. (an Exploration Stage Company)

Consolidated Balance Sheets

As at January 31

(In Canadian Dollars)

	2011			2010

ASSETS
Current
Cash	$	2,695,864		$	700,772
Advances receivable from related party (Note 9)		20,596			18,354
Other amounts receivable		37,767			13,617
Prepaid expenses		39,996			4,694

		2,794,223			737,437
Investment securities (Note 4)		1,338,540			610,967
Reclamation deposits (Note 7)		382,200			408,075
Property and equipment (Note 5)		107,029			5,873
Mineral properties (Note 6)		17,179,913			16,029,214
	$	21,801,905		$	17,791,566

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	$	189,682		$	65,494
Advances payable to related parties (Note 9)		6,223			23,022
		195,905			88,516
Asset retirement obligation (Note 10)		221,268			236,248
Future income tax liability (Note 13)		1,744,579			1,687,363

		2,161,752			2,012,127

Non-controlling interest		10,320			10,320

Shareholders’ equity
Share capital (Note 8)		42,705,053			40,742,124
Contributed surplus		8,343,960			5,857,421
Accumulated other comprehensive income		1,062,321			425,695
Deficit accumulated during the exploration stage		(32,481,501	)		(31,256,121	)

		19,629,833			15,769,119
	$	21,801,905		$	17,791,566

Subsequent Events (Note 15)

Approved on behalf of the board:

“Louis Wolfin”		Director		“Gary Robertson”		Director
Louis Wolfin				Gary Robertson

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

CORAL GOLD RESOURCES LTD. (an Exploration Stage Company)

Consolidated Statements of Operations and Comprehensive Loss

Years ended January 31

(In Canadian Dollars)

	2011			2010			2009

EXPENSES
Amortization	$	1,679		$	1,671		$	1,703
Consulting fees (Note 9)		28,783			53,627			60,000
Directors’ fees (Note 9)		17,250			18,000			12,000
Investor relations and shareholder information		228,326			112,005			155,206
Legal and accounting		64,268			66,313			114,236
Listing and filing fees		24,463			22,866			25,919
Management fees (Note 9)		105,000			95,250			105,000
Office and miscellaneous (Note 9)		57,507			64,931			72,278
Salaries and benefits (Note 9)		131,993			104,365			128,925
Stock-based compensation (Note 8(e))		565,261			1,038,289			1,769,263
Travel		47,256			36,396			72,332
		1,271,786			1,613,713			2,516,862
Loss before other items		(1,271,786	)		(1,613,713	)		(2,516,862	)
Other items
Interest income		22,654			2,618			69,764
Foreign exchange gain (loss)		94,948			464,851			(765,770	)
Write-down of advances payable to related parties (Note 9)		-			17,000			-
		117,602			484,469			(696,006	)
Loss before future income taxes		(1,154,184	)		(1,129,244	)		(3,212,868	)
Future income tax recovery (expense) (Note 13)		(71,196	)		2,840,855			(533,297	)
Net Income (Loss) for the Year		(1,225,380	)		1,711,611			(3,746,165	)
Other Comprehensive Income (Loss)
Unrealized gain (loss) on available for sale securities, net of tax (Note 4)		636,626			465,643			(88,479	)
Total Comprehensive Income (Loss) for the Year	$	(588,754	)	$	2,177,254		$	(3,834,644	)

Basic and diluted
earnings (loss) per share (Note 8(f))	$	(0.04	)	$	0.07		$	(0.15	)

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

CORAL GOLD RESOURCES LTD. (an Exploration Stage Company)

Consolidated Statements of Shareholders’ Equity

Years ended January 31

(In Canadian Dollars)

	Number of Common Shares		Share Capital			Contributed Surplus			Accumulated Other Comprehensive Income (Loss)			Deficit Accumulated During the Exploration Stage			Total Shareholders’ Equity

Balance January 31, 2008		24,882,771	$	40,211,705		$	3,221,663		$	48,531		$	(29,221,567	)	$	14,260,332
Common shares issued for cash:
Exercise of stock options		107,000		59,920			-			-			-			59,920
Fair value of stock options exercised		-		30,019			(30,019	)		-			-			-
Stock-based compensation		-		-			1,769,263			-			-			1,769,263
Loss for the year		-		-			-			-			(3,746,165	)		(3,746,165	)
Unrealized loss on investment securities		-		-			-			(88,479	)		-			(88,479	)

Balance January 31, 2009		24,989,771		40,301,644			4,960,907			(39,948	)		(32,967,732	)		12,254,871
Common shares issued for cash:
Exercise of stock options		523,500		293,160			-			-			-			293,160
Fair value of stock options exercised		-		147,320			(147,320	)		-			-			-
Stock-based compensation		-		-			1,038,289			-			-			1,038,289
Fair value of stock options capitalized to mineral properties		-		-			5,545			-			-			5,545
Net income for the year		-		-			-			-			1,711,611			1,711,611
Unrealized gain on investment securities, net of tax		-		-			-			465,643			-			465,643

Balance January 31, 2010		25,513,271		40,742,124			5,857,421			425,695			(31,256,121	)		15,769,119
Common shares issued for cash:
Private placement		7,000,120		1,862,708			1,987,358			-			-			3,850,066
Share issue costs		-		(354,117	)		61,258			-			-			(292,859	)
Exercise of stock warrants		436,000		327,000			-			-			-			327,000
Fair value of stock warrants exercised		-		127,338			(127,338	)		-			-			-
Stock-based compensation		-		-			565,261			-			-			565,261
Loss for the year		-		-			-			-			(1,225,380	)		(1,225,380	)
Unrealized gain on investment securities, net of tax		-		-			-			636,626			-			636,626

Balance January 31, 2011		32,949,391	$	42,705,053		$	8,343,960		$	1,062,321		$	(32,481,501	)	$	19,629,833

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

CORAL GOLD RESOURCES LTD. (an Exploration Stage Company)

Consolidated Statements of Cash Flows

Years ended January 31

(In Canadian Dollars)

	2011			2010			2009

OPERATING ACTIVITIES
Net income (loss) for the year	$	(1,225,380	)	$	1,711,611		$	(3,746,165	)
Adjustments for items not involving cash:
Amortization		1,679			1,671			1,703
Stock-based compensation		565,261			1,038,289			1,769,263
Foreign exchange loss (gain)		(93,524	)		(473,492	)		908,329
Write-down of advances payable to related parties		-			(17,000	)		-
Future income tax expense (recovery)		71,196			(2,840,855	)		533,297
Net change in non-cash working capital (Note 12)		43,890			5,657			(24,160	)

Cash used in operating activities		(636,878	)		(574,119	)		(557,733	)

INVESTING ACTIVITIES
Mineral properties acquisition and exploration expenditures		(1,149,094	)		(357,480	)		(1,609,696	)
Purchase of equipment		(102,835	)		-			(6,920	)
Decrease (increase) in reclamation deposits		-			8,268			(157,447	)

Cash used In investing activities		(1,251,929	)		(349,212	)		(1,774,063	)

FINANCING ACTIVITY
Issuance of shares for cash, net		3,884,207			293,160			59,920

Foreign exchange effect on cash		(308	)		(1,373	)		2,103

Net increase (decrease) in cash		1,995,092			(631,544	)		(2,269,773	)
Cash, beginning of year		700,772			1,332,316			3,602,089

Cash, end of year	$	2,695,864		$	700,772		$	1,332,316

Supplementary disclosure of cash flow information:

Cash paid during the year for:

Interest	$	8	$	1,940	$	2,795
Income taxes	$	-	$	-	$	-
Expenditures on mineral properties included in advances payable to related parties	$	1,605	$	-	$	-

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

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Nature of Operations and Going Concern

Coral Gold Resources Ltd. (the “Company”) was incorporated under the Company Act of British Columbia and is primarily involved in the exploration and development of its mineral properties.

These consolidated financial statements are prepared on a going concern basis, which contemplates that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Accordingly, these consolidated financial statements do not give effect to any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of mineral properties and the Company’s ability to continue as a going concern is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing.

At January 31, 2011, the Company had working capital of $2,598,318 (2010 - $648,921) and a deficit accumulated during the exploration stage of $32,481,501 (2010 - $31,256,121). Management of the Company believes that it has sufficient funds to meet its liabilities for the ensuing year as they fall due, and to fund cash payments for administration, ongoing commitments and current planned exploration programs.

Significant Accounting Policies

a) Basis of Presentation and Consolidation

These consolidated financial statements have been 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 16 to these consolidated financial statements. All figures are in Canadian dollars, the Company’s functional currency, unless otherwise stated.

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

b) Property and Equipment

Equipment is recorded at historical cost less accumulated amortization. Amortization is calculated and charged to operations as follows:

Computer hardware	Declining balance on 20% annual rate
Equipment	Declining balance on 20% annual rate
Vehicles	Straight line over 5 years

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Significant Accounting Policies(Continued)

c) Mineral Properties

The Company is in the exploration stage and capitalizes 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, including acquisition costs, exploration and development expenditures, net of any recoveries, and do not necessarily reflect present or future values.

The costs are deferred until such time as the extent of mineralization has been determined and mineral property interests are either developed, sold or the Company’s mineral rights are allowed to lapse. 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 its mineral properties in good standing.

From time to time the Company may acquire or dispose of a mineral property interest pursuant to the terms of an option agreement. As the options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as property costs or recoveries when the payments are made or received. Proceeds received on the sale or option of the Company’s property are recorded as a reduction of the mineral property cost. The Company recognizes in income those costs that are recovered on mineral properties when amounts received or receivable are in excess of the carrying amount.

The carrying values of mineral properties, on a property-by-property basis, are reviewed by management at least annually to determine if the mineral properties 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 and 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 that could adversely affect management’s estimates and may result in future write-downs of capitalized mineral property carrying values.

d) Asset Retirement Obligation (“ARO”)

The Company’s proposed and incurred mining and exploration activities are subject to various laws and regulations for federal and regional jurisdictions in which it operates governing the protection of the environment. These laws are continually changing. The Company believes its operations are in compliance with all applicable laws and regulations. The Company expects to make, in the future, expenditures that comply with such laws and regulations, but cannot predict the full amount or timing of such future expenditures. Estimated future reclamation costs are based principally on legal and regulatory requirements. Reclamation and remediation obligations arise from the acquisition, development, construction and normal operations of mining properties, plant and equipment.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Significant Accounting Policies(Continued)

The Company recognizes an estimate of the liability associated with an ARO in the consolidated financial statements at the time the liability is incurred. The estimated fair value of the ARO is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The capitalized amount is depleted using consistent rates and methods as applicable to the corresponding asset. The liability amount is increased each reporting period due to the passage of time and the amount of accretion is charged to earnings in the period. The ARO can also increase or decrease due to changes in the estimates of timing of cash flows or changes in the original estimated undiscounted cost. Actual costs incurred upon settlement of the ARO are charged against the ARO to the extent of the liability recorded.

e) Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method of tax allocation, future income tax assets and liabilities are determined based on differences between the financial statement carrying values and their respective income tax basis (temporary differences). Future income tax assets and liabilities are measured using the tax rates expected to be in effect when the temporary differences are likely to reverse. The effect on future income tax assets and liabilities of a change in tax rates is included in operations in the period in which the change is enacted or substantively enacted. The amount of future income tax assets recognized is limited to the amount of the benefit that is more likely than not to be realized.

f) Foreign Currency Translation

The Company’s integrated foreign subsidiaries are financially and operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated foreign operations into Canadian dollars. 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 exchange rates prevailing at the transaction date except for amortization, which is translated at historical exchange rates. Gains and losses arising from this translation are included in the determination of net income (loss) for the year.

g) Use of Estimates

The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include the fair value of financial instruments the recoverability of mineral property interests, balances of accrued liabilities, fair value of ARO, the assumptions used in the determination of the fair value of stock-based compensation and the valuation allowance for future income taxes. Although management believes its estimates are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Significant Accounting Policies(Continued)

h) Stock-Based Compensation

The Company accounts for stock-based compensation using a fair value based method with respect to all stock-based payments measured and recognized, to directors, employees and non-employees. For directors and employees, the fair value of the options is measured at the date of grant. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is completed or the date the performance commitment is reached or the date at which the equity instruments are granted if they are fully vested and non-forfeitable. The fair value of the options is accrued and charged either to operations or mineral properties, with the offset credit to contributed surplus. For directors and employees the options are recognized over the vesting period, and for non-employees the options are recognized over the related service period. If and when the stock options are ultimately exercised, the applicable amounts of contributed surplus are transferred to share capital.

i) Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. The Company uses the treasury stock method for calculating diluted earnings per share. Under this method, the dilutive effect on earnings per share is calculated presuming the exercise of outstanding options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to purchase common shares at the average market price during the period. However, the calculation of diluted earnings (loss) per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

j) Accounting for Equity Units

Proceeds received on the issuance of units, consisting of common shares and warrants, are first allocated to warrants and recorded to contributed surplus based on their fair value calculated using the Black-Scholes option pricing model and the remainder is allocated to share capital.

k) Financial Instruments

All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income (loss). Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss) and reported in shareholders’ equity. Any financial instrument may be designated as held-for-trading upon initial recognition.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Significant Accounting Policies(Continued)

The Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3862, “Financial Instruments – Disclosures”, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

These disclosures are not required when the carrying amount is a reasonable approximation of the fair value.

Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as other than held-for-trading, which are expensed as incurred, are included in the initial carrying value of such instruments.

l) Future Accounting Changes

International Financial Reporting Standards (“IFRS”)

In 2008, the Canadian Accounting Standards Board confirmed that the transition to IFRS from Canadian GAAP will be effective for fiscal years beginning on or after January 1, 2011 for publicly accountable enterprises. The Company will therefore be required to present IFRS financial statements for its April 30, 2011 interim financial statements. The effective date will require the restatement for comparative purposes of amounts reported by the Company for the interim periods and for the year ended January 31, 2011. The Company has evaluated the impact of the conversion on the Company’s consolidated financial statements and is quantifying the effects.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Risk Management and Financial Instruments

The Company classified its cash as held-for-trading; investment securities as available-for-sale; advances receivable from related party, other amounts receivable (excluding HST) and reclamation deposits as loans and receivables; and accounts payable and advances payable to related parties as other financial liabilities.

The carrying values of cash, other amounts receivable (excluding HST) and accounts payable approximate their fair values due to the short-term maturity of these financial instruments. Investment securities are accounted for at fair value based on quoted market prices. The book value of reclamation deposits approximate their fair value as the stated rates approximate the market rate of interest. The fair value of advances receivable from related party and advances payable to related parties have not been disclosed, as they cannot be reliably measured.

The Company’s financial instruments measured at fair value by level within the fair value hierarchy as at January 31, 2011 are as follows:

	Level 1		Level 2		Level 3		Total

Financial Assets
2011:
Available-for-sale
Investment securities	$	1,338,540	$	-	$	-	$	1,338,540

2010:
Available-for-sale
Investment securities	$	610,967	$	-	$	-	$	610,967

The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below.

a) Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is exposed to credit risk. The Company is not exposed to significant credit risk on amounts receivable (excluding HST). The Company assesses the collectability of advances receivable from related parties on a periodic basis and records allowances for non-collection based on management’s assessment of specific accounts.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Risk Management and Financial Instruments(continued)

The Company manages credit risk, in respect of cash, by maintaining the majority of cash at high credit rated Canadian financial institutions.

Concentration of credit risk exists with respect to the Company’s cash and reclamation deposits as the majority of the amounts are held with a Canadian and a US financial institution. The Company’s concentration of credit risk, and maximum exposure thereto, is as follows:

	2011		2010

Cash held at major financial institutions
Canada	$	2,690,598	$	695,910
US		5,266		4,862

		2,695,864		700,772
Reclamation deposits held at major financial institution
US		382,200		408,075

Total cash and reclamation deposits	$	3,078,064	$	1,108,847

b) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. The Company has cash at January 31, 2011 in the amount of $2,695,864 (2010 - $700,772) in order to meet short-term business requirements. At January 31, 2011, the Company had current liabilities of $195,905 (2010 - $88,516). Accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms. Advances payable to related parties are without stated terms of interest or repayment.

The Company will require significant cash funding to conduct its planned exploration programs, meet its administrative overhead costs and maintain its mineral properties in 2012. This will require the Company to continue to monitor its financing requirements.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

3.	Risk Management and Financial Instruments(Continued) c) Market Risk Market risk consists of interest rate risk, foreign currency risk and other price risk. These are discussed further below. Interest Rate Risk Interest rate risk consists of two components:

(i)	To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

(ii)	To the extent that changes in prevailing market rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

The Company is exposed to interest rate price risk with respect to reclamation deposits as they bear interest at market rates. However, given the stated rates of interest are fixed, the Company is not exposed to significant interest rate price risk as at January 31, 2011 and 2010.

Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in foreign currency.

The Company is exposed to foreign currency risk with respect to cash, other amounts receivable, advances receivable from related party and accounts payable as a portion of these amounts are denominated in US dollars as follows:

	2011			2010

Cash	US$	5,259		US$	4,547
Other amounts receivable		1,852			2,484
Advances receivable from related party		20,565			17,164
Reclamation deposits		381,628			382,482
Accounts payable		(7,666	)		(5,084	)

Net exposure	US$	401,638		US$	401,593

Canadian dollar equivalent	$	402,239		$	428,510

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Risk Management and Financial Instruments(continued)

Based on the above net exposures as at January 31, 2011, a 3% (2010 - 6%) change based on the prior year fluctuations in the Canadian/US exchange rate would impact the Company’s earnings by approximately $12,000 (2010 - $25,700).

The Company manages foreign currency risk by minimizing the value of financial instruments denominated in foreign currency. The Company has not entered into any foreign currency contracts to mitigate this risk.

Other Price Risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is exposed to other price risk with respect to its investment securities as they are carried at fair value based on quoted market prices.

As at January 31, 2011, a 73.38% (2010 - 115.24%; 2009 - 178.97%) fluctuation in the fair value of investment securities based on the weighted average volatility of the underlying shares over the prior year would impact the Company’s other comprehensive income by $356,325 (2010 - $93,118; 2009 - $62,234).

4.	Investment Securities At January 31, 2011, the Company held shares as follows:

	Number of Shares		Cost		Accumulated Unrealized Gain (Loss)			Fair Value

Available-for-sale shares:
Levon Resources Ltd.		967,571	$	77,117	$	1,248,455		$	1,325,572
Mill Bay Ventures Inc.		518,731		41,634		(28,666	)		12,968

			$	118,751	$	1,219,789		$	1,338,540

At January 31, 2011, the Company held shares as follows:

	Number of Shares		Cost		Accumulated Unrealized Gain (Loss)			Fair Value

Available-for-sale shares:
Levon Resources Ltd.		967,571	$	77,117	$	513,101		$	590,218
Mill Bay Ventures Inc.		518,731		41,634		(20,885	)		20,749

			$	118,751	$	492,216		$	610,967

Levon Resources Ltd. (“Levon”) and Mill Bay Ventures Inc. (“Mill Bay”) have common directors with the Company.

During the year ended January 31, 2011, the Company recognized an unrealized gain of $636,626 (2010 - $465,643; 2009 - unrealized loss of $88,479), which is included in other comprehensive income (loss). Future income tax in the amount of $90,947 (2010 - $66,521; 2009 - $nil) was recorded against the unrealized gain.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

5.	Property and Equipment

January 31, 2011	Cost		Accumulated Amortization		Net Book Value
Land	$	102,835	$	-	$	102,835
Computer hardware		5,926		4,816		1,110
Equipment		436		355		81
Vehicles		6,920		3,917		3,003
	$	116,117	$	9,088	$	107,029

January 31, 2011	Cost		Accumulated Amortization		Net Book Value
Computer hardware	$	5,926	$	4,537	$	1,389
Equipment		436		335		101
Vehicles		6,920		2,537		4,383
	$	13,282	$	7,409	$	5,873

6.	Mineral Properties

	Robertson Property		Ruf and Norma Sass Claims		Other		Total

Balance, January 31, 2009	$	15,681,065	$	23,845	$	3	$	15,704,913

Exploration costs during year:
Assays		2,049		-		-		2,049
Consulting		120,358		-		-		120,358
Lease payments		99,449		-		-		99,449
Taxes, licenses and permits		96,019		5,767		-		101,786
Water analysis		659		-		-		659

Balance, January 31, 2011		15,999,599		29,612		3		16,029,214

Exploration costs during year:
Assays		143,601		-		-		143,601
Consulting		292,968		-		-		292,968
Drilling		507,771		-		-		507,771
Lease payments		90,684		-		-		90,684
Mapping		9,468		-		-		9,468
Taxes, licenses and permits		87,809		5,251		-		93,060
Water analysis		395		-		-		395
Reclamation		12,752		-		-		12,752

Balance, January 31, 2011	$	17,145,047	$	34,863	$	3	$	17,179,913

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Mineral Properties (Continued)

a) Robertson Property

The Company has certain interests in 803 patented and unpatented lode mining claims located in the Bullion Mining District, Lander County, Nevada, subject to net smelter returns (“NSR”) on production ranging from 4% to 10%, and which certain leases provide for advance royalty payments. The Robertson group is comprised of three claim groups known as the Core claims, the Carve-out claims and the Ruf claims.

(i) Core Claims – 100% interest

The Company holds an undivided interest in 561 patented and unpatented lode mining claims. The Company owns outright 485 of these claims of which 39 unpatented lode claims and two placer claims are owned by the Company’s 98.49% owned subsidiary Marcus.

The remaining 76 claims are leased by the Company as follows:

(a)

June Claims

The Company entered a mineral lease and option-to-purchase agreement granting it the exclusive rights to explore, develop and exploit six lode mining claims, which form part of the core area of the Robertson Property. The agreement is for an initial term of four years expiring March 22, 2012 in consideration of the payment of an annual rent of US$25,000, renewable in successive four-year terms, provided that the rent will increase by US$5,000 every four years.

The property is subject to a NSR royalty charge of 3%, subject to the Company’s exclusive right to purchase the NSR for US$1,000,000 per percentage point. The Company also has the exclusive right to purchase the property, subject to the NSR, for US$1,000,000.

(b)

Blue Ridge Claims

The Company assumed a mineral lease agreement dated March 1, 1992 relating to nine mineral claims, which form part of the core area of the Robertson Property. The original lease agreement bears an initial term of 20 years with the possibility to extend the term if the Company is actively exploring, developing or mining the property. These claims are subject to a 5% NSR. In order to maintain the lease the Company must pay minimum advanced royalty payments of US$1,800 per month during the term of the lease.

(c)

Chachas/Moore Lease

The Company assumed an option-to-purchase agreement dated November 30, 1975 related to 13 mineral claims, which form part of the core area of the Robertson Property. The total purchase price of the claims is US$2,000,000, which is payable in installments of US$1,000 per month until paid in full.

The property is subject to an 8% NSR. Any NSR royalty payments paid to the lessors are credited against the minimum monthly payments for a period equal to the value of the royalties paid at a rate of US$1,000 per month.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

6.	Mineral Properties (Continued)

a)	Robertson Property (Continued)

(i) Core Claims – 100% interest (Continued)

(d)

Blue Nugget, Lander Ranch and Norma Sass Claims

The Company entered a mineral lease and option-to-purchase agreement with respect to nine Blue Nugget claims, 27 Lander Ranch claims, 24 Norma claims and 11 Sass claims of which the Blue Nugget and Lander Ranch claims form part of the core area of the Robertson Property and the Norma and Sass claims form part of the Norma Sass Property (Notes 6(a)(iii) and 6(b)). Pursuant to the fifth amending agreement, the term of the lease was extended to April 21, 2013. The total purchase price of the claims is US$1,500,000, which is payable in annual installments of $500 per claim until paid in full.

(e)

Northern Nevada Lease

The Company entered a mineral lease with respect to 12 claims, which form part of the core area of the Robertson Property with an indefinite term.

The claims are subject to a 4% NSR for which the Company is required to make minimum annual advanced royalty payments in the amount of $9,600 per year throughout the term of the lease.

(ii) Carve-out Claims – 39% carried interest

By Agreement dated May 16, 1996, the Company granted Amax Gold Exploration Inc. (“Amax”) an option to purchase a 51% interest in 219 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 has a 39% carried interest.

The Amax 61% interest was subsequently acquired by Cortez GML and is currently owned by Barrick Gold Corporation (“Barrick”).

(iii) Ruf Claims – 66.67% owned

By an amended option agreement dated September 13, 1995, the Company granted Levon, a company related by common directors, an option to purchase a 50% interest in 58 claims including 23 Ruf, 24 Norma and 11 Sass Claims (Notes 6(a)(i)(d) and 6(b)) of which the Ruf claims form a portion of the Robertson Property and the Norma/Sass claims constitute the Norma/Sass Property. On December 31, 2002, the Agreement was amended whereby Levon earned a 33.33% interest in these claims. Expenditures incurred on the Ruf claims have been classified to Ruf and Norma Sass claims in the mineral property expenditure table.

A third party holds a 3% NSR royalty from some of these mining claims, up to a limit of US$1,250,000.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

6.	Mineral Properties (Continued)

b) Norma Sass Property

The Company holds a 66.67% interest in the 35 Norma Sass mining claims located in the Bullion Mining District, Lander County, Nevada, pursuant to a mineral lease and option-to-purchase agreement (Note 6(a)(i)(d)). The remaining 33.33% interest is held by Levon (Note 6(a)(iii)).

By way of an agreement dated September 25, 2008, the Company and Levon granted Barrick an option to acquire a 60% interest in these claims by incurring total exploration expenditures of at least US$3,000,000 in annual installments by December 31, 2014 as follows:

a)	Incur US$250,000 on or before December 31, 2009 (completed);

b)	Incur US$250,000 on or before December 31, 2010;

c)	Incur US$500,000 on or before December 31, 2011;

d)	Incur US$500,000 on or before December 31, 2012;

e)	Incur US$600,000 on or before December 31, 2013; and

f)	Incur US$900,000 on or before December 31, 2014.

Barrick may earn an additional 10% by incurring an additional US$1,500,000 by December 13, 2015. Barrick may earn an additional 5% by carrying the Company and Levon through to commercial production. Alternatively, at the time of earning either its 60% or 70% interest, Barrick may be given the option to buy-out the Company’s and Levon’s joint interest by paying US$6,000,000 and granting them a 2% NSR royalty. During the year, Barrick elected to terminate the agreement.

Realization of Assets

The investment in and expenditures on mineral property interests comprise a significant portion of the Company’s assets. Realization of the Company’s investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal. Resource exploration and development is highly speculative and involves inherent risks. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.

The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values.

Title to Mineral Property Interests

Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Mineral Properties (Continued)

Environmental

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company other than as disclosed in these consolidated financial statements.

Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of exploration and development on the mineral properties, the potential for production on the property may be diminished or negated.

Reclamation Deposits

Under the Bureau of Land Management of the United States (the “Bureau”), the Company is required to hold reclamation deposits that cover the estimated cost to reclaim the ground disturbed. As at January 31, 2011, the total reclamation deposits were $382,200 (US$381,628) (2010 - $408,075 (US$381,628)).

The Company placed the funds in trust with a fully secured standby letter of credit lodged as collateral in support of the bond. Interest is accrued on the bond at a monthly weighted average rate of 0.01% (2010 - 0.10%).

Share Capital

a) Authorized

Unlimited common shares without par value.

b) Issued

On April 1, 2010, the Company closed the first tranche of a private placement of 5,245,120 units at a price of $0.55 per unit for gross proceeds of $2,884,816. Each unit consists of one common share and one non-transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.75 expiring April 1, 2012.

The Company paid to certain finders a cash commission equal to 6% or 10% of the applicable gross proceeds of the financing ($242,461) and issued compensation options equal to 6% or 10% of the units sold under the offering (415,427). Each compensation option is exercisable at a price of $0.75 and entitles the holder to one common share expiring April 1, 2011.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Share Capital (Continued)

b) Issued (Continued)

The fair value of the warrants and compensation options issued have been estimated using the Black-Scholes options pricing model with the following assumptions, respectively: risk-free interest rates of 1.97%, dividend yield rates of $nil, volatility of 128.75% and 100.95%, and expected lives of 2 years and 1 year. Of the $2,884,816 total aggregate proceeds raised, $1,531,884 was attributable to warrants and $1,352,932 was attributable to common shares. The compensation options were valued at $58,977.

On April 23, 2010, the Company closed the final tranche of a private placement of 1,755,000 units at a price of $0.55 per unit for gross proceeds of $965,250. Each unit consists of one common share and one non-transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.75 expiring April 23, 2012.

The Company paid to certain finders a cash commission equal to 6% or 10% of the applicable gross proceeds of the financing ($28,945) and issued compensation options equal to 10% of certain units sold under the offering (19,000). Each compensation option is exercisable at a price of $0.75 and entitles the holder to one common share April 23, 2011.

The fair value of the warrants and compensation options issued have been estimated using the Black-Scholes options pricing model with the following assumptions, respectively: risk-free interest rates of 1.97, dividend yield rates of $nil, volatility of 127.70% and 100.78%, and expected lives of 2 years and 1 year. Of the $965,440 total aggregate proceeds raised, $455,474 was attributable to warrants and $509,776 was attributable to common shares. The compensation options were valued at $2,281.

During the year ended January 31, 2011, 436,000 warrants were exercised for total proceeds of $327,000. The Company reallocated the fair value of these warrants previously recorded in the amount of $127,338 from contributed surplus to share capital.

During the year ended January 31, 2011, 523,500 stock options were exercised for total proceeds of $293,160. The Company reallocated the fair value of these options previously recorded in the amount of $147,320 from contributed surplus to share capital.

c) Share Purchase Warrants and Compensation Options

A summary of the share purchase warrants issued, exercised and expired during the years ended January 31, 2011 and 2010 is as follows:

	Underlying Shares			Weighted Average Exercise Price

Balance, January 31, 2011 and 2009		4,230,000		$	1.17
Issued		7,434,547		$	0.75
Exercised		(436,000	)	$	0.75
Expired		(4,230,000	)	$	1.17

Balance, January 31, 2011		6,998,547		$	0.75

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Share Capital (Continued)

c) Share Purchase Warrants (Continued)

During the year ended January 31, 2009, the expiry date of the warrants issued pursuant to a private placement announced on April 20, 2007 were extended from May 18, 2008 to May 18, 2009. The aggregate fair value compensation cost of these warrant amendments in the amount of $1,513,500 (Note 3(e)) has been estimated using the Black-Scholes option pricing model with the following assumptions for the fair value of the original warrants and the fair value of the amended warrants at the date of the amendment, respectively: risk-free interest rates of 2.66%, dividend yields of 0.00%, volatility of 71.39% and 127.29%, and an expected life of 0.27 year and 1.27 years.

On April 21, 2009, the TSX Venture Exchange granted approval to further extend these warrants to May 18, 2010. As a result of these warrant amendments, the Company recorded an additional aggregate fair value compensation cost in the amount of $703,897 (Note 8(e)), which has been estimated using the Black-Scholes option pricing model with the following assumptions for the fair value of the original warrants and the fair value of the amended warrants at the date of the amendment, respectively: risk-free interest rates of 0.80%, dividend yields of 0.00%, volatility of 122.86% and 139.51%, and an expected life of 0.08 year and 1.00 year.

As at January 31, 2011 and 2010, the following share purchase warrants were outstanding:

Number of Warrants Outstanding and Exercisable				Exercise Price Per
2011		2010		Share		Expiry Date
	-		4,230,000	$	1.17	May 18, 2010
	415,427		-	$	0.75	April 1, 2011
	19,000		-	$	0.75	April 23, 2011
	4,809,120		-	$	0.75	April 1, 2012
	1,755,000		-	$	0.75	April 23, 2012
	6,998,547		4,230,000

d) Stock Options

The Company has granted directors, officers, consultants and certain employees stock options. For the years ended January 31, 2011 and 2010, stock option activity is summarized as follows:

	Number of Options			Weighted Average Exercise Price
Balance, January 31, 2009		2,721,000		$	1.02
Granted		620,000		$	0.76
Exercised		(523,500	)	$	0.56
Cancelled		(235,000	)	$	1.09
Expired		(60,000	)	$	0.56

Balance, January 31, 2011		2,522,500		$	1.05
Granted		1,393,000		$	0.62
Expired		(622,500	)	$	1.17

Balance, January 31, 2011		3,293,000		$	0.85

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

8.	Share Capital (Continued)

d) Stock Options (Continued)

A summary of stock options outstanding as at January 31, 2011 is as follows:

Number Outstanding			Exercise Price		Weighted Average Remaining Contractual Life (yrs)		Intrinsic Value		Expiry Date
	33,000	*	$	0.75		0.16	$	0.10	April 1, 2011
	615,000		$	1.29		0.59	$	0.00	September 5, 2011
	35,000		$	0.76		0.95	$	0.00	January 13, 2012
	25,000		$	0.35		1.53	$	0.50	August 13, 2012
	550,000		$	1.00		1.65	$	0.00	September 26, 2012
	200,000		$	0.80		1.98	$	0.05	January 21, 2013
	100,000		$	1.00		2.04	$	0.00	February 14, 2013
	15,000		$	1.00		2.25	$	0.00	May 1, 2013
	585,000		$	0.76		3.95	$	0.09	January 13, 2015
	670,000		$	0.45		4.63	$	0.05	January 17, 2015
	465,000		$	0.80		4.98	$	0.05	January 21, 2016

	3,293,000

________

* Subsequent to January 31, 2011, these options expired unexercised.

The number of options exercisable at January 31, 2011 is 3,026,750 with a weighted average exercise price of $0.86.

A summary of stock options outstanding and exercisable as at January 31, 2011 is as follows:

Number Outstanding		Exercise Price		Weighted Average Remaining Contractual Life (yrs)		Intrinsic Value		Expiry Date
	622,500	$	1.17		0.86	$	0.00	December 12, 2010
	615,000	$	1.29		1.59	$	0.00	September 5, 2011
	35,000	$	0.76		1.95	$	0.00	January 13, 2012
	550,000	$	1.00		2.65	$	0.00	September 26, 2012
	100,000	$	1.00		3.01	$	0.00	February 4, 2013
	15,000	$	1.00		3.25	$	0.00	May 1, 2013
	585,000	$	0.76		4.95	$	0.00	January 13, 2015

	2,522,500

The number of options exercisable at January 31, 2011 is 2,522,500.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

Share Capital(Continued)

d) Stock Options (Continued)

The Company’s stock option plan provides for the granting of options to directors, officers, employees and consultants. Under the terms of the option plan, options issued will not exceed 10% (2010 - 20%) of the issued and outstanding shares from time to time. The option price under each option is not less than the discounted market price on the grant date. The expiry date for each option is set by the Board of Directors at the time of issue and cannot be more than ten years after the grant date. All options vest 100% on the grant date unless a vesting schedule is set by the Board of Directors at the time of issue.

e) Stock-Based Compensation

Stock-based compensation expense is determined using the fair value method. The Company estimated this expense using the Black-Scholes option pricing model with the following weighted-average assumptions and resulting grant date fair values:

	2011			2010			2009

Risk-free interest rate		2.14	%		2.39	%		3.36	%
Expected dividend yield		0.00	%		0.00	%		0.00	%
Expected stock price volatility		112.60	%		115.98	%		113.72	%
Expected option life in years		4.63			4.83			5.00
Fair value	$	0.43		$	0.54		$	0.40

The Company expensed stock-based compensation of $565,261 (2010 - $334,392; 2009 - $255,763) for stock options granted to directors, officers, employees and consultants and capitalized $nil (2010 - $5,545; 2009 - $nil) to mineral properties to reflect the stock options granted to a consultant providing geological services. The amounts expensed were allocated to directors, officers, employees and consultants as follows:

	2011		2010		2009

Directors, officers and employees	$	487,544	$	282,772	$	24,902
Investor relations		7,387		-		35,791
Consultants		70,330		51,620		195,070
Modification of warrants (Note 8(c))		-		703,897		1,513,500
	$	565,261	$	1,038,289	$	1,769,263

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

8.	Share Capital(Continued) f) Earnings (Loss) per Share The following sets forth the computation of basic and diluted earnings (loss) per share:

	2011			2010		2009

Net income (loss) for the year	$	(1,225,380	)	$	1,711,611	$	(3,746,165	)
Weighted average number of common shares		31,294,001			25,093,778		24,979,312
Effect of dilutive securities
Warrants (Note 8(c))		-			-		-
Options (Note (8(d))		108,056			-		-
		31,402,057			25,093,778		24,979,312
Basic and diluted earnings (loss) per share	$	(0.04	)	$	0.07	$	(0.15	)

All the warrants (Note 8(c)) are potentially dilutive in the year ended January 31, 2011, but were not included in the calculation of diluted earnings per share as the average market prices did not exceed the exercise prices. For the years ended January 31, 2011 and 2009, warrants (Note 8(c)) and options (Note 8(d)), which are potentially dilutive, are excluded from the calculation of diluted loss per share as their impact would be anti-dilutive.

9.	Related Party Transactions

During the year ended January 31, 2011:

(a)	$30,000 (2010 - $30,000; 2009 - $30,000) was paid for management fees to a private company controlled by a director and officer of the Company;

(b)	$75,000 (2010 - $75,000; 2009 - $75,000) was paid for management fees to a private company controlled by a director and officer of the Company;

(c)	$12,000 (2010 - $20,250; 2009 - $30,000) was paid for consulting fees to a private company controlled by an officer of a related Company;

(d)	$12,000 (2010 - $20,250; 2009 - $30,000) was paid for consulting fees to a private company controlled by an officer of a related Company;

(e)

(f)	$nil (2010 - $nil; 2009 - $39,526) was paid for geological consulting services to a private company controlled by a former director of the Company;

(g)	$35,750 (2010 - $24,690; 2009 - $35,888) was paid for geological consulting services to a private company controlled by a director and officer of the Company;

(h)	$17,250 (2010 - $18,000; 2009 - $12,000) was charged for directors’ fees to the directors of the Company; and

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

9.	Related Party Transactions (Continued)

(i)	$nil (2010 - $17,000; 2009 - $nil) in advances payable to related parties relating to directors’ fees outstanding since 2003 was reversed during the year.

These charges were measured at the exchange amount, which is the amount agreed upon by the transacting parties.

The Company has a cost-sharing agreement to reimburse Oniva for a variable percentage 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’s notice by either party.

Advances receivable from related party comprises US$59,664 (2010 - US$56,277) less an allowance for non-collection of US$39,113 (2010 - US$39,113) due from a company related by common directors. Amounts due are without stated terms of interest or repayment.

Advances payable to related parties include $2,429 (2010 - $14,949) due to Oniva, $nil (2010 - $6,000) due to directors of the Company and $3,794 (2010 - $2,073) due to two private companies each controlled by directors. Amounts due are without stated terms of interest or repayment.

10.

Asset Retirement Obligation

The Company’s ARO relates to the reclamation work required by the Bureau to be performed on the Robertson Property. Management has assessed the AROs and the associated liability to be recognized as a long-term liability due to changes in the estimated timing of cash flows.

Management estimates the total undiscounted inflation-adjusted amount of cash flows required to settle its ARO to be approximately US$254,000 (2010 - US$249,000), which is expected to be incurred during 2017 and 2018. The risk-free rate of 6% was used to calculate the present value of the ARO. In the prior year, the Company intended to fulfill its obligation in fiscal 2011, therefore, there was no difference between the present value and undiscounted inflation-adjusted value of the obligation. Management will continue to assess the AROs and the associated liability as further information becomes known.

A reconciliation of the ARO is as follows:

	2011			2010

Beginning balance	$	236,248		$	270,979
Revision due to estimated timing of cash flows		-			(12,474	)
Change in foreign exchange rate		(14,980	)		(22,257	)

Ending balance	$	221,268		$	236,248

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

11.

Capital Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its properties and to maintain flexible capital structure for its projects for the benefit of its stakeholders. In the management of capital, the Company includes the components of shareholders’ equity.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or reduce expenditures. Management reviews the capital structure on a regular basis to ensure that objectives are met.

There have been no changes to the Company’s approach to capital management during the year.

12.	Net Change in Non-Cash Working Capital

	2011			2010			2009

Advances receivable from related party	$	(2,242	)	$	(1,455	)	$	(3,091	)
Prepaid expenses		(35,502	)		1,160			(2,691	)
Other amounts receivable		(24,150	)		(3,870	)		45,868
Accounts payable and accrued liabilities		124,188			1,160			(57,034	)
Advances payable to related parties		(18,404	)		8,662			(7,212	)

	$	43,890		$	5,657		$	(24,160	)

13.	Income Taxes Income tax recovery differs from the amount that would result from applying the Canadian federal and provincial statutory income tax rates to loss before future income taxes. For the year ended January 31, 2011, the Canadian statutory rate is 28.50% (2010 - 29.98%; 2009 - 31.50%).

	2011			2010			2009

Income tax recovery at the statutory rate	$	328,942		$	337,418		$	1,012,053
Changes in timing differences		(216,850	)		37,998			(350,459	)
Changes in valuation allowance		(233,635	)		2,506,427			(1,299,262	)
Adjustments due to effective rate attributable to income taxes in other countries		159,809			1,967			55,774
Changes in income tax rates and foreign exchange		(109,462	)		(42,945	)		48,597
Net future income tax (expense) recovery	$	(71,196	)	$	2,840,855		$	(533,297	)

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

13.	Income Taxes(Continued) The components of the future income tax assets (liabilities), after applying enacted Canadian rates of 28.50% (2010 - 25.00%) and enacted US rates of 34.00% (2010 - 34.00%), are as follows:

	2011			2010

Future income tax assets
Non-capital loss carry-forwards	$	4,909,460		$	4,403,000
Other		62,847			5,000
		4,972,307			4,408,000
Valuation allowance		(1,903,540	)		(1,636,687	)
Net future income tax asset		3,068,767			2,771,313
Future income tax liability
Investment securities		(149,123	)		(59,000	)
Mineral property interests		(4,664,223	)		(4,399,676	)
Net future income tax liability	$	(1,744,579	)	$	(1,687,363	)

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

At January 31, 2011, the Company had, for Canadian tax purposes, non-capital losses aggregating approximately $6,173,000. These losses are available to reduce taxable income earned by the Canadian operations of future years and expire as follows:

2016	$	627,000
2015		522,000
2026		1,231,000
2027		1,114,000
2028		900,000
2029		623,000
2030		458,000
2031		698,000
	$	6,173,000

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

13.	Income Taxes(Continued) At January 31, 2011, the Company had, for US tax purposes, net operating losses aggregating approximately US$9,544,000. The net operating losses are available to offset taxable income earned by the US operations of future years and expire as follows:

2014	$	118,000
2015		81,000
2016		130,000
2017		58,000
2018		364,000
2020		99,000
2021		219,000
2022		166,000
2023		596,000
2024		335,000
2025		627,000
2026		513,000
2027		1,284,000
2028		1,648,000
2029		1,498,000
2030		586,000
2031		1,222,000
	$	9,544,000

14.

Segmented Information

The Company is involved in one operating segment, mineral exploration and development activities. The Company is in the exploration stage and, accordingly, has no reportable revenues for each of the 2011, 2010 and 2009 fiscal years. All operating losses for 2011, 2010 and 2009 are as a result of Canadian head office costs. Costs of US operations are capitalized to mineral properties. The assets of the Company are geographically segmented as follows:

January 31, 2011	Canada		US		Total
Current assets	$	2,763,701	$	30,522	$	2,794,223
Investment securities		1,338,540		-		1,338,540
Equipment		1,192		3,002		4,194
Land		-		102,835		102,835
Mineral properties		-		17,179,913		17,179,913
Reclamation deposits		-		382,200		382,200
	$	4,103,433	$	17,698,472	$	21,801,905

January 31, 2011	Canada		US		Total
Current assets	$	709,641	$	27,796	$	737,437
Investment securities		610,967		-		610,967
Equipment		1,490		4,383		5,873
Mineral properties		-		16,029,214		16,029,214
Reclamation deposits		-		408,075		408,075
	$	1,322,098	$	16,469,468	$	17,791,566

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

15.	Subsequent Events Subsequent to January 31, 2011:

a) 85,000 stock options were exercised for gross proceeds of $44,450.

b) On April 1, 2011, 33,000 options expired unexercised.

c) 519,258 warrants were exercised for gross proceeds of $389,444.

d) On April 1, 2011, 15,169 warrants expired unexercised.

16.

Differences between Canadian and United States GAAP

The consolidated financial statements of the Company have been prepared in accordance with Canadian GAAP, which in most respects conform to US GAAP. There are certain material differences between Canadian and US GAAP.

Mineral Properties

The Company follows the policy of deferring all acquisition and exploration costs relating to the mineral properties held. Under US GAAP, the deferred exploration expenditures would have been expensed in the year they were incurred (see Note 6) and, accordingly, there would be no differences giving rise to the related future income tax liability and the corresponding foreign exchange gain (loss) on the future income tax liability would not be recorded.

Non-Controlling Interest

The Company has not yet adopted Section 1602, “Non-Controlling Interests”, for Canadian financial reporting purposes; as such, non-controlling interests for Canadian financial reporting purposes is not disclosed as a component of equity. Under US GAAP, a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and, accordingly, the non-controlling interest as reported in the consolidated balance sheet would be reclassified to shareholders’ equity under US GAAP.

Stock-Based Compensation Expense

Canadian GAAP and US GAAP both have the same policy of recording compensation expense for the estimated fair value of stock options granted except in accordance with US GAAP, ASC 718 (“ASC 718”) requires the Company to estimate expected forfeiture rates at the grant date. The Company adopted the policy of fair value accounting for stock options under ASC 718, effective February 1, 2007, a year earlier than it adopted the policy for Canadian GAAP, and during the one year difference in policy treatment, the Company did not record a stock-based compensation charge of $60,000 under Canadian GAAP. Therefore, there is a permanent adjustment of $60,000 to deficit when reconciling Canadian GAAP to US GAAP. The adoption of this standard has no effect on the consolidated financial statements other than the impact on deficit.

For US GAAP purposes, stock-based compensation would be included as part of directors’ fees and a portion would be allocated to salaries and benefits in the consolidated statements of operations and comprehensive loss.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

16.

Differences between Canadian and United States GAAP (Continued)

Derivatives

The Financial Accounting Standards Board (“FASB”) issued new accounting standards related to disclosures about derivative instruments and hedging activities. The new standards are effective for the Company on February 1, 2009. These standards had no impact on the consolidated financial statements.

Cumulative Development Stage Reporting

The Company is not required and has opted to not present cumulative to dates reporting for Canadian reporting and for US GAAP purposes; the Company is considered an exploration stage company. US GAAP requires the disclosure of cumulative-to-date information for each line item on the statements of operations and cash flows plus annual summaries of each component of shareholders’ equity since inception. Under Canadian GAAP, reporting of this information is not required. Had the consolidated financial statements been prepared in accordance with US GAAP, such information would have been disclosed.

a) Reconciliation of Consolidated Balance Sheet Items

The impact of Canadian to US GAAP differences would be as follows:

(i)	Reconciliation of total assets, liabilities and non-controlling interest

	2011			2010
Consolidated balance sheets
Total assets, Canadian GAAP	$	21,801,905		$	17,791,566
Capitalized mineral property expenditures		(15,868,768	)		(14,718,069	)
Total assets, US GAAP	$	5,933,137		$	3,073,497

Total liabilities, Canadian GAAP	$	2,161,752		$	2,012,127
Future income tax liability		(1,446,826	)		(1,370,640	)
Total liabilities, US GAAP	$	714,926		$	641,487

Non-controlling interest, Canadian GAAP	$	10,320		$	10,320
Reclassification of non-controlling interest to shareholders’ equity		(10,320	)		(10,320	)
Total non-controlling interest, US GAAP	$	-		$	-

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

16.	Differences between Canadian and United States GAAP (Continued)

a) Reconciliation of Consolidated Balance Sheet Items (Continued)

(ii)	Reconciliation of shareholders’ equity

	2011			2010

Consolidated statements of shareholders’ equity
Share capital, Canadian and US GAAP	$	42,705,053		$	40,742,124

Contributed surplus, Canadian GAAP		8,343,960			5,857,421
Stock-based compensation expense		60,000			60,000

Contributed surplus, US GAAP		8,403,960			5,917,421

Accumulated other comprehensive income, Canadian and US GAAP		1,062,321			425,695

Non-controlling interest, Canadian GAAP		-			-
Reclassification of non-controlling interest to shareholders’ equity		10,320			10,320

Non-controlling interest, US GAAP		10,320			10,320

Deficit, end of year, Canadian GAAP		(32,481,501	)		(31,256,121	)
Stock-based compensation expense		(60,000	)		(60,000	)
Deferred exploration expenditures, net		(15,868,768	)		(14,718,069	)
Future income taxes		1,446,824			1,370,640
Deficit, end of year, US GAAP		(46,963,445	)		(44,663,550	)
Total shareholders’ equity, US GAAP	$	5,218,209		$	2,432,010

b) Reconciliation of Consolidated Statement of Operations Items

	2011			2010			2009

Income (loss) for year, Canadian GAAP	$	(1,225,380	)	$	1,711,611		$	(3,746,165	)
Deferred exploration expenditures		(1,150,699	)		(324,301	)		(1,683,613	)
Future income taxes		162,143			(2,774,334	)		533,297
Foreign exchange gain (loss)		(85,959	)		(465,402	)		866,933
Net loss for the year, US GAAP		(2,299,895	)		(1,852,426	)		(4,029,548	)
Unrealized gain (loss) on investments, Canadian and US GAAP		636,626			465,643			(88,479	)
Net comprehensive loss, US GAAP	$	(1,663,269	)	$	(1,386,783	)	$	(4,118,027	)
Loss per share, US GAAP – Basic and diluted	$	(0.08	)	$	(0.06	)	$	(0.16	)

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

16.	Differences between Canadian and United States GAAP (Continued)

c) Reconciliation of Consolidated Statements of Cash Flows

	2011			2010			2009

Cash used in operating activities per Canadian GAAP	$	(636,878	)	$	(574,119	)	$	(557,733	)
Mineral properties expenditures		(1,149,094	)		(357,480	)		(1,609,696	)
Cash flows used in operating activities per US GAAP	$	(1,785,972	)	$	(931,599	)	$	(2,167,429	)

Cash used in investing activities under Canadian GAAP	$	(1,251,929	)	$	(349,212	)	$	(1,774,063	)
Mineral properties expenditures		1,149,094			357,480			1,609,696
Cash provided by (used in) investing activities under US GAAP	$	(102,835	)	$	8,268		$	(164,367	)

d) Recently Adopted Accounting Standards

(i)

In August 2009, FASB issued Accounting Standards Update (“ASU”) No. 2009-05, “Measuring Liabilities at Fair Value”. This update amends ASC 820, “Fair Value Measurements and Disclosure”, in regards to the fair value measurement of liabilities. FASB ASC 820 clarifies that in circumstances in which a quoted price for an identical liability in an active market is not available, a reporting entity shall utilize one or more of the following techniques: (i) the quoted price of the identical liability when traded as an asset; (ii) the quoted price for a similar liability or for a similar liability when traded as an asset; or (iii) another valuation technique that is consistent with the principles of ASC 820. In all instances a reporting entity shall utilize the approach that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs. Also, when measuring the fair value of a liability, a reporting entity shall not include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. This update is effective for the Company in the first quarter of the 2010 fiscal year. The adoption of this update did not have any impact on the Company’s consolidated financial statements.

(ii)

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements”, which requires additional disclosures about the amounts of and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements. This standard also clarifies existing disclosure requirements related to the level of disaggregation of fair value measurements for each class of assets and liabilities and disclosures about inputs and valuation techniques used to measure fair value for both recurring and non-recurring Level 2 and Level 3 measurements. This standard is effective for the Company’s interim and annual periods commencing January 1, 2011 and will require additional disclosure such as disaggregated information about activity in Level 3 fair value measurements on a gross basis, rather than one net amount.

CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended January 31, 2011, 2010 and 2009

(In Canadian Dollars)

16.	Differences between Canadian and United States GAAP (Continued)

(iii)

In April 2010, the FASB issued ASU 2010-13, “Compensation – Stock Compensation (Topic 718)”. The objective of this update is to address the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. It provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment award that contains a condition that is not a market, performance or service condition is required to be classified as a liability. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The Company is currently evaluating the impact of this update on the consolidated financial statements.

(iv)

The FASB has issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. This ASU represents the converged guidance of the FASB and the IASB (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value”. The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with US GAAP and IFRSs.

The amendments to the FASB ASC in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. For non-public entities, the amendments are effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. Non-public entities may apply the amendments in ASU 2011-04 early, but no earlier than for interim periods beginning after December 15, 2011.

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.

	CORAL GOLD RESOURCES LTD.

Dated: August 15, 2011	By:	/s/ David Wolfin
		David Wolfin, Chief Executive Officer
		(Principal Executive Officer)

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
15.1		Geological Report on the Robertson Property*
15.2		Update of the Geological Report on the Robertson Property*

___________________________

* Previously filed.

EX-8.1 2 coral_ex81.htm LIST OF SUBSIDIARIES coral_ex81.htm

EXHIBIT 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 3 coral_ex121.htm CERTIFICATION coral_ex121.htm

EXHIBIT 12.1

CERTIFICATION

I, David Wolfin, Principal Executive Officer of Coral Gold Resources Ltd., certify that:

1. I have reviewed this 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 company as of, and for, the periods presented in this report;

The company’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company 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 company, 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 principles;

(c)

Evaluated the effectiveness of the company’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 company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.	The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’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 company’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 company’s internal control over financial reporting.

Date: August 15, 2011		/s/ David Wolfin
		David Wolfin, Principal Executive Officer

EX-12.2 4 coral_ex122.htm CERTIFICATION coral_ex122.htm

EXHIBIT 12.2

CERTIFICATION

I, Lisa Sharp, Principal Financial Officer of Coral Gold Resources Ltd., certify that:

1.	I have reviewed this 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 company as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

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

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: August 15, 2011		/s/ Lisa Sharp
		Lisa Sharp, Principal Financial Officer

EX-13.1 5 coral_ex131.htm CERTIFICATION coral_ex131.htm

Exhibit 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 the Annual Report of Coral Gold Resources Ltd. (the “Company”) on Form 20-F for the year ended January 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”). I, David Wolfin, Principal 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 15, 2011		/s/ David Wolfin
		David Wolfin, Principal Executive Officer

EX-13.2 6 coral_ex132.htm CERTIFICATION coral_ex132.htm

Exhibit 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 the Annual Report of Coral Gold Resources Ltd. (the “Company”) on Form 20-F for the year ended January 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”). I, Lisa Sharp, Principal 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 15, 2011		/s/ Lisa Sharp
		Lisa Sharp, Principal Financial Officer

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