PLAN OF DISTRIBUTION

We are registering the common stock on behalf of the Selling Shareholders.  The 24,742,500 shares of our common stock can be sold by the Selling Shareholders at an initial price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  

No public market currently exists for our shares of common stock.  We intend to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities on the OTC Bulletin Board.  The OTC Bulletin Board is a securities market but should not be confused with the NASDAQ market.  OTC Bulletin Board companies are subject to far less restrictions and regulations than are companies traded on the NASDAQ market.  However, there is no assurance that we can be traded on the OTC Bulletin Board and the NASD, which regulates the OTC Bulletin Board, has applied to the SEC to allow additional restrictions and requirements upon the part of OTC Bulletin Board securities.  We currently do not meet either the existing requirements or the proposed additional restrictions and requirements of the OTC Bulletin Board, and we cannot assure you that we will ever meet these requirements.

The Selling Shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

1.

on such public markets or exchanges as the common stock may from time to time be trading;

2.

in privately negotiated transactions;

3.

through the writing of options on the common stock;

4.

in short sales; or

5.

in any combination of these methods of distribution.

The sales price to the public may be:

1.

the market price prevailing at the time of sale;

2.

a price related to such prevailing market price; or

3.

such other price as the Selling Shareholders determine from time to time.

The Selling Shareholders are required to sell our shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.  

The shares may also be sold in compliance with Rule 144 of the Securities Act.  In general, under Rule 144, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three-month period a number of shares that does not exceed the greater of:

1.

1% of the number of shares of the Company's common stock then outstanding; or

2.

the average weekly trading volume of the Company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

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

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

The Selling Shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal.  Any broker or dealer participating in such transactions as agent may receive a commission from the Selling Shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser.  The Selling Shareholders will likely pay the usual and customary brokerage fees for such services.  Brokers or dealers may agree with the Selling Shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the Selling Shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the Selling Shareholders.  Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares.  These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers.  If applicable, the Selling Shareholders may distribute shares to one or more of their partners who are unaffiliated with us.  Such partners may, in turn, distribute such shares as described above.  We can provide no assurance that all or any of the common stock offered will be sold by the Selling Shareholders.

If any Selling Shareholder enters into an agreement, after effectiveness, to sell their shares to a broker-dealer as principal and the broker-deal is acting as an underwriter, we will file a post-effective amendment to our registration statement identifying the broker-dealer, providing the required information regarding the plan of distribution, revising the disclosure in the registration statement and filing the agreement as an exhibit.  Prior to such involvement, a broker-dealer must seek and obtain clearance of the underwriting compensation and arrangements from the NASD Corporate Finance Department.

We are bearing all costs relating to the registration of the common stock. We estimate that the expenses of the offering to be paid by us on behalf of the Selling Shareholders will be approximately $15,765.  If applicable, the Selling Shareholders will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

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

1.

not engage in any stabilization activities in connection with our common stock;

2.

furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

3.

not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

Penny Stock Rules

The SEC has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the OTC Bulletin Board system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which:

•

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

•

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements;

•

contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

•

contains a toll-free telephone number for inquiries on disciplinary actions;

•

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

•

contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation;

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

•

with bid and offer quotations for the penny stock;

•

the compensation of the broker-dealer and its salesperson in the transaction;

•

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

•

monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Regulation M

During such time as we may be engaged in a distribution of any of the shares we are registering by this registration statement, we are required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete.  Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods.  Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.  Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security.  We have informed the selling shareholders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and we have also advised the selling shareholders of the requirements for delivery of this prospectus in connection with any sales of the common stock offered by this prospectus.

LEGAL PROCEEDINGS

We have no legal proceedings that have been or are currently being undertaken for or against us, nor are any contemplated.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS

AND CONTROL PERSONS

The sole Director and Officer currently serving our Company is as follows:

The sole Director named above will serve until the next annual meeting of the stockholders.  Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated.

Biographical information

Scott Elgood

Mr. Elgood has acted as our sole Director and Officer since our inception on July 30, 2004.  Mr. Elgood is not affiliated with any other public companies and never has been.  He commits approximately 20 hours per week of his time to our business.  Mr. Elgood is responsible for our overall direction and various initiatives as needed from time to time in maintaining our company.  

For the past nine years, to the present, Mr. Elgood has been a director and part owner of Elgood Development Ltd., a  real estate development company.   Through his own pursuits, he has experience researching and investing in mining stocks.   Mr. Elgood is not an expert in geology but has spent considerable time analyzing the structures of other mineral based companies prior to launching this venture.   He will rely on the information forwarded to him by the geologists he has paid to complete the studies regarding our mineral property.

Significant Employees:

We have no significant employees other than Scott Elgood, who is our sole Director and Officer.  For our accounting requirements we utilize the consulting services of an independent book keeper to assist in the preparation of our interim financial statements in accordance with accounting principles generally accepted in the United States.   

Conflicts of Interest

Although Mr. Elgood does not work with any other mineral exploration companies other than ours he may devote his time and attention to his real estate development activities.  We do not have any written procedures in place to address conflicts of interest that may arise between our business and the future business activities of Mr. Elgood.

Audit Committee Financial Expert

We do not have a financial expert serving on an audit committee.  We do not have an audit committee because our board of directors has determined that as a  a start-up exploration company with  no revenues it would be too expensive to have one.

Family Relationships

As we have only one director and executive officer, there are no arrangements or understandings pursuant to which a director or executive officer was selected to be a director or executive officer.  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table sets forth as of January 10, 2007 certain information regarding the beneficial ownership of our common stock by:

1.

each person who is known by us to be the beneficial owner of more than 5% of the common stock, and

2.

our sole director and executive officer, and

The persons or entities listed below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with a spouse. The number of shares described below include shares which the beneficial owner described has the right to acquire within 60 days of the date of this prospectus. No change in control is currently being contemplated.

As of January 10, 2007, 54,742,500 common shares were issued and outstanding.  

The person listed is the sole Director and Officer of our company and has full voting and investment power with respect to the shares indicated.  Under the rules of the SEC, a person (or a group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares power to vote or to direct the voting of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security.  A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

DESCRIPTION OF SECURITIES

General

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

Common Stock

As at January 10, 2007 54,742,500 shares of common stock are issued and outstanding and held by 41 shareholders of record.  In the opinion of our securities lawyer, all of this common stock has been validly issued, is fully paid and is non-assessable.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  Holders of a majority of shares of common stock issued and outstanding, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.  Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

As of the date of this prospectus, there is no preferred stock issued or authorized.

Dividend Policy

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

Share Purchase Warrants

As of the date of this prospectus, there are no outstanding warrants to purchase our securities.  We may, however, issue warrants to purchase our securities in the future.

Options

As of the date of this prospectus, there are no options to purchase our securities outstanding.  We may, however, in the future grant such options and/or establish an incentive stock option plan for our directors, employees and consultants.

Convertible Securities

As of the date of this prospectus, we have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.  We may, however, issue such convertible or exchangeable securities in the future.

Changes in Control:

There are no arrangements which may result in a change in control.  

Nevada Anti-Takeover Laws

The provisions of the Nevada Revised Statutes (“NRS”) sections 78.378 to 78.3793 apply to any acquisition of a controlling interest in an certain type of Nevada corporation known as an “Issuing Corporation”, unless the articles of incorporation or bylaws of the corporation in effect the tenth day following the acquisition of a controlling interest by an acquiring person provide that the provisions of those sections do not apply to the corporation, or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified.

The provisions of NRS 78.378 to NRS 78.3793 do not restrict the directors of an “Issuing Corporation” from taking action to protect the interests of the corporation and its stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that deny rights, privileges, power or authority to a holders of a specified number of shares or percentage of share ownership or voting power.

An “Issuing Corporation” is a corporation organized in the state of Nevada and which has 200 or more stockholders of record, with at least 100 of whom have addresses in the state of Nevada appearing on the stock ledger of the corporation and does business in the state of Nevada directly.  As we currently have less than 200 stockholders the statute does not currently apply to us.

If we do become an “Issuing Corporation” in the future, and the statute does apply to us, our sole director Scott Elgood on his own will have the ability to adopt any of the above mentioned protection techniques whether or not he owns a majority of our outstanding common stock, provided he does so by the specified tenth day after any acquisition of a controlling interest.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, any interest, directly or indirectly, in our company or any of our parents or subsidiaries, if any.  Nor was any such person connected with us or any of our parents or subsidiaries, if any, as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements included in this prospectus have been audited by Amisano Hanson, Chartered Accountants, of Vancouver, British Columbia, to the extent and for the periods set forth in their report appearing elsewhere herein, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The geological report for the Blanca 1 mineral claim was prepared by Paul Metcalfe, P. Geo., and the summary information of the geological report disclosed in this prospectus is in reliance upon the authority and capability of Dr. Metcalfe as a Professional Geoscientist.

DISCLOSURE OF COMMISSION POSITION OF

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our officers and directors are indemnified as to personal liability as provided by the Nevada Revised Statutes ("NRS") and our bylaws.  Section 78.7502 of the NRS provides that a corporation may eliminate personal liability of an officer or director to the corporation or its stockholders for breach of fiduciary duty as an officer or director provided that such indemnification is limited if such party acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation.

Our articles of incorporation and bylaws allow us to indemnify our officers and directors up to the fullest extent permitted by Nevada law, but such indemnification is not automatic.  Our bylaws provide that indemnification may not be made to or on behalf of a director or officer if a final adjudication by a court establishes that the director or officer's acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and was material to the cause of action.

Unless limited by our articles of incorporation (which is not the case with our articles of incorporation) a corporation must indemnify a director who is wholly successful, on the merits or otherwise, in the defence of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defence of any action, suitor proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will submit the question of whether indemnification by us is against public policy to an appropriate court and will be governed by the final adjudication of the case.

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated on July 30, 2004, under the laws of the state of Nevada.  On the date of our incorporation, we appointed Scott Elgood as our Director.  On July 30, 2004, Mr. Elgood was appointed President, Chief Executive Officer, Chief Financial Officer and Secretary of our company.  Mr. Elgood may be deemed to be our promoter.  

DESCRIPTION OF BUSINESS

Business Development

We are a gold exploration company and were incorporated on July 30, 2004 and on August 1, 2006 we staked a 405 hectare (approximately 1,000 acres) mineral claim in the Province of British Columbia, Canada using an online staking system operated by the Province of British Columbia.

Scott Elgood, our President, located some unstaked ground near Atlin, British Columbia close to the Yukon border.  In August 2006, we staked the “Blanca 1” mineral claim, tenure number 538452.  Mr. Elgood has no previous experience exploring for minerals or operating a mining company.

In September 2006, we engaged Coast Mountain Geological Ltd., who are familiar with the Atlin area, to develop on report about our Blanca 1 claim.  The report entitled “Summary Report on Blanca Mineral Claim Group” dated October 22, 2006 describes the mineral claim, the regional geology, the mineral potential of the claim and recommendations on how we should explore the claim.

The potential economic significance of the mineral claim is that according to our consulting geologist's report, our mineral claim is in such a location that is generally considered to be prospective for the location of metallic mineral deposits.  The area is difficult to access and has not been as thoroughly prospected as have more accessible sites.  Additionally, recent warming trends have resulted in significant retreat of glaciers and snowfields and exposed much previously unexposed bedrock that may reward prospecting.

Location and Means of Access to the Blanca 1 Mineral Claim

The property is situated in the Atlin Mining Division, northern British Columbia, near the B.C./Yukon Territory border, approximately 80 kilometres south-southwest of Whitehorse and 40 kilometres southwest of Carcross, Yukon Territory.

The Blanca 1 claim is in the Partridge Range of the Coast Mountain Ranges, encompassing elevations ranging from approximately 1,100 metres to 1,675 metres and straddles the southeast-flowing Jones Creek, which drains into Partridge Lake to the east.  Both sides of the creek valley comprise very rugged and steep terrain and the general area is typified by high cirques and ice fields on north-facing sides of ridges.  Outcrop is abundant on the steep slopes and along ridge crests, however systematic traversing of exposures is largely precluded by the extreme terrain; mapping is restricted to areas accessible on foot and by helicopter.

The property lies in an area characterised by an alpine environment – a northern interior climate influenced by the Pacific Ocean.  Snow cover can occur from as early as September to as late as June, with summer temperatures averaging 10-15° Celsius. Vegetation consists of alpine grasses and mosses, with jackpine and spruce forest surrounding Partridge Lake at 690 metre elevation.

A road to the former Mount Skukum Mine passes some 20 kilometres north of the property and could be used as a staging area, as the only means of access to the property directly is by helicopter, which would have to be chartered out of Whitehorse.  The claims are also 3.5 kilometres west of Partridge Lake, which could be accessed by float plane.  However one would then have to either walk to and from the claim each day or still have a helicopter transport a camp and personnel into the claim area.

Map 1 – Location of the Blanca 1 Mineral Claim

Blanca 1 Mineral Claim Description

Our Blanca 1 mineral claim is unencumbered and in good standing and there are no third party conditions which affect the claim other than conditions defined by the Province of British Columbia described below.  The claim encompasses an area of 405.079 hectares, which is equivalent to 1,000 acres.  We have no insurance covering the claim.  We believe that no insurance is necessary since the claim is unimproved and contains no buildings or improvements.  The claim is in good standing until August 1, 2007.  

There is no assurance that a commercially viable gold deposit exists on the claim.  Exploration will be required before an evaluation as to the economic feasibility of the claim is determined.  Our consulting geologist has written a report and provided us with recommendations of how we should explore our claim.  Until we can validate otherwise, the property is without known resources or reserves and we are planning a one phase exploration program as recommended by our consulting geologist.  We have not commenced any exploration or work on the claim.

Conditions to Retain Title Blanca 1 Mineral Claim

The Blanca 1 mineral claim has an expiry date of August 1, 2007 and in order to maintain the tenure in good standing it will be necessary for us to co-ordinate an agent to perform and record valid exploration work with value of approximatey $3.33 per hectare in anniversary years 1, 2, and 3, and $6.66 per hectare in subsequent years, or, alternatively, to pay the equivalent sum to the Province of British Columbia in lieu of work being performed.  Failure to perform and record valid exploration work or pay the equivalent sum to the Province of British Columbia on the anniversary dates will result in forfeiture of title to the claim.

History of the Blanca 1 Mineral Claim Area

According to the report prepared by our consulting geologist, the earliest activity in the region dates back to the early 1890’s when prospectors travelled along the major lakes and rivers.  The Klondike gold rush of 1898 brought large numbers of people into the area northwest of our property, leading to the discovery of a number of gold and silver bearing quartz veins.  

A claim block active in the late 1970’s stretched southward from the southeast corner of the Blanca 1 claim to the Partridge River, covering most of the area bounded by Jones Creek, the south-western tip of Partridge Lake and the Partridge River.  Work in 1978 by E & B Explorations Ltd. consisted of geological, geochemical and prospecting surveys over a one week period to follow up on regional geochemical stream sediment surveys.  The target was uranium anomalies and this survey resulted in the discovery of two radioactive occurrences deemed of negligible interest at the time owing to their limited size evident in abundant outcrop.  Exploration at the time was limited to the northern part of the claim block, which is the part that appears to adjoin and only partially to overlap the southeast corner of Blanca 1.  The assessment report indicates that, while the identified occurrences were themselves not of interest, only half of the streams were sampled and the highest radioactivity recorded during the 1978 work occurred on the north side of Jones Creek, probably just east of the Blanca 1 claim.

In 1981 Kennco Exploration Ltd. conducted reconnaissance geochemistry traverses throughout the claim area, apparently without any follow-up work.

The Blanca 1 claim occupies a small portion of an area formerly covered by a larger group of claims in the late 1980’s that stretched to the west a further 6.5 kilometres and 4 kilometres to the northeast, encompassing terrain as far north as the B.C. – Yukon border. There are currently claims held by a third party extending westward from Blanca 1, more or less along Jones Creek to the B.C. – Yukon border.

Beginning in 1986, and subsequently in 1987 and 1988, Doron Exploration Inc. carried out exploration programs in search of gold and silver mineralization of epithermal origin. Recommendations were made to follow up silver-rich, galena and sphalerite bearing quartz veins with geological mapping, prospecting and blast trenching, but there does not appear to have been any exploration since.  Most, if not all, of these occurrences appear to lie within the Blanca 1 claim.

One of the targets also recommended for follow-up was a large boulder of native silver bearing quartz, pyrrhotite, pyrite and arsenopyrite found at the base of an ice field.  The source of this boulder was never found.  However, more outcrop exposure is likely evident now as a result of receding ice over the years.  The location of the ice field and the boulder, however, appear to be outside the Blanca 1 claim, to the west.  The claims adjoining Blanca 1 in this direction were only been registered in January 2006, and there is no record of recent work.

Regional Geology

The general area lies on the eastern side of the Coast Belt, one of five geological and physiographic belts which define the Canadian Cordillera.  The area is underlain predominantly by Cretaceous to Lower Tertiary age granitoid intrusive rocks, which contain pendants of the Palaeozoic Yukon Group metamorphic complex.  Overlying this basement is a nested caldera complex of younger (Eocene) age with an associated, thick succession of pyroclastic and epiclastic rocks related to the eruption, subsidence and filling of subsidence structures.  The Blanca property area lies across the southwestern margin of this complex.

Present Condition of the Blanca 1 Mineral Claim

The Blanca 1 claim was located by online staking and we do not know the present condition of the claim because we have yet to go on site. However, according to our geological report we should expect to find rugged alpine terrain. There is no equipment, infrastructure or electricity on the claim.

Geology of the Blanca 1 Mineral Claim

The Blanca 1 mineral claim is the subject of a geological report prepared by Coast Mountain Geological Ltd. dated October 22, 2006.  Coast Mountain has not been on the Blanca 1 claim, but it is familiar with the Atlin mining district and has reviewed various government publications, maps, and reports to determine the geology of the Blanca 1 claim.  Our geological report indicates our claim is situated in volcanic rocks that are surrounded by various granitic members of the Coast Plutonic Complex.  Such a location is generally considered to be highly prospective for the location of metallic mineral deposits.  Recent warming trends have resulted in significant retreat of glaciers and snowfields, and has exposed much previously unexposed bedrock that may reward prospecting.

Competitive Conditions

The mineral exploration business is an extremely competitive industry.  We are competing with many other exploration companies looking for minerals.  We are among one of the smallest exploration companies and a very small participant in the mineral exploration business.  Being a junior mineral exploration company, we compete with other companies like ours for financing and joint venture partners.  Additionally, we compete for resources such as professional geologists, camp staff, helicopters and mineral exploration supplies.

Raw Materials

The raw materials for our exploration program will be items including camp equipment, sample bags, first aid supplies, groceries and propane.  All of these types of materials are readily available from a variety of suppliers in either the City of Vancouver or the town of Atlin in British Columbia, Canada.

Dependence on Major Customers

We have no customers.

Intellectual Property and Agreements

We have no intellectual property such as patents or trademarks.  Additionally, we have no royalty agreements or labor contracts.

Government Approvals and Regulations

We will be required to comply with all regulations defined in the Mineral Tenure Act for the Province of British Columbia.  The Act is well defined by the Province of British Columbia and is available from us upon request.

The effect of these existing regulations on our business is that we are able to carry out our exploration program as we have described in this prospectus.  However, it is possible that a future government could change the regulations that could limit our ability to explore our claim, but we believe this is highly unlikely.

Research and Development Expenditures

We have not incurred any research or development expenditures since our inception on July 30, 2004.

Costs and Effects of Compliance with Environmental Laws

We currently have no costs to comply with environmental laws concerning our exploration program.

Employees

We do not have any employees other than Scott Elgood.  We intend to retain the services of independent geologists, prospectors and consultants on a contract basis to conduct the exploration programs on our Blanca 1 mineral claim.

Reports to Security Holders

We are not required to deliver an annual report to security holders. However, we intend to voluntarily send an annual report to security holders and this annual report will include audited financial statements.

This prospectus and exhibits will be contained in a Form SB-2 registration statement that will be filed with the Securities and Exchange Commission. We will become a reporting company after this prospectus has been declared effective by the Securities and Exchange Commission (“SEC”). As a reporting company we will file quarterly, annual, beneficial ownership and other reports with the SEC.  However, unless we have the requisite number of shareholders we are only obliged to report to the SEC for one year.

You may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C., 20549. You may obtain information from the Public Reference Room by calling the SEC at 1-800-SEC-0330. Since we are an electronic filer, the easiest way to access our reports is through the SEC's Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Our plan of operations for the next twelve months is to complete the following objectives within the time periods specified, subject to our obtaining any additional funding necessary for the continued exploration of our Blanca 1 mineral claim.  We have enough cash on hand to complete our proposed exploration program.  We do not have enough funds to carry out any additional exploration work if the results of the proposed exploration program are successful.  The following is a brief summary of our proposed exploration program:

1.

As recommended by our consulting geologist, we plan to implement a single phase of exploration for the coming field season, commencing in June 2007.  The program will consist of stream sediment sampling of the subordinate drainages along Jones Creek and more detailed sampling of the existing showings, for a total cost of approximately $20,000.  

As at September 30, 2006, we had a cash balance of $21,849.  We have enough cash on hand to complete our Phase One exploration program.  If the Phase One exploration program is successful we will have to raise additional funds starting in the summer of 2007 so that our next phase of exploration could commence in September 2007.

During the next 12 months, we do not anticipate generating any revenue.  We anticipate that any additional funding will come from equity financing from the sale of our common stock or sale of part of our interest in the Blanca 1 mineral claim.  If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company.  We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our second phase exploration program, if applicable.  In the absence of such financing, our business will fail.  We may consider entering into a joint venture partnership by linking with a major resource company to provide the required funding to complete our continued exploration of the Blanca 1 mineral claim.  We have not undertaken any efforts to locate a joint venture partner.  If we enter into a joint venture arrangement, we will assign a percentage of our interest our mineral claim to the joint venture partner.

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future.  We base this expectation, in part, on the fact that very few mining claims in the exploration stage ultimately develop into producing, profitable mines.  Our future financial results are also uncertain due to a number of factors, some of which are outside our control.  These factors include, but are not limited to:

•

our ability to raise additional funding;

•

the market price for gold;

•

the results of our proposed exploration programs on the mining claims; and

•

our ability to find joint venture partners for the development of our mining claim interests

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

Phase One Exploration Cost Review

The costs described which include geologist, geotechnician, camp, supplies, equipment rental and food, assays, transportation costs, a technical report and a 10% contingency make up the entire cost of our Phase One exploration program.  The table below summarizes the cost estimate for the Phase One exploration program. We expect Phase One will be again conducted by SJ Geophysics Ltd.

Accounting and Audit Plan

We intend to continue to have our outside consultant assist in the preparation of our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor.  Our outside consultant charges us approximately $400 to prepare our quarterly financial statements and approximately $1,000 to prepare our annual financial statements.  Our independent auditor charges us approximately $2,500 to review our quarterly financial statements and approximately $5,000 to audit our annual financial statements.  In the next twelve months, we anticipate spending approximately $14,700 to pay for our accounting and audit requirements.

SEC Filing Plan

We hope to become a reporting company in 2007 if SB-2 Registration Statement is declared effective.  This means that we will file documents with the US Securities and Exchange Commission on a quarterly basis.  We expect to incur filing costs of approximately $800 per quarter to support our quarterly and annual filings.  

Results of Operations

We have had no operating revenues since our inception on July 30, 2004, through to September 30, 2006.  Our activities have been financed from the proceeds of share subscriptions.  From our inception, on July 30, 2004, to September 30, 2006 we have raised a total of $34,990 from private offerings of our common stock.

For the period from inception on July 30, 2004, to September 30, 2006, we incurred total expenses of $30,547. These expenses included $604 in mineral property costs represented by the cost charged to operations for the acquisition of the Blanca 1 mineral claim.  We incurred $4,500 in professional fees.  For the year ended September 30, 2006, we incurred total expenses of 28,267.  We incurred $4,500 in professional fees during the period.  

Liquidity and Capital resources

At September 30, 2006 we had a cash balance of $21,849.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of the Blanca 1 mineral claim and our business will fail.

Off-balance sheet arrangements

We have no off-balance sheet arrangements including arrangements that would effect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Forward-looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.  

Description of Property

Our executive offices are located at #114, 219 Grant Street, Saskatoon, Saskatchewan, Canada, S7N 2A1.  Our President currently provides this space to us free of charge.   The rental value of this space is insignificant considering it’s location and size.

We also have one mineral claim located in the Atlin Mining Division, British Columbia, Canada as described in the section “Description of Business”.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On August 5, 2004, our sole Director and Officer, Scott Elgood, acquired 2,000,000 shares of our common stock at a price of $0.001 for total proceeds of $2,000.

Except as noted above, none of the following parties has, since our inception on July 30, 2004, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

•

Any of our directors or officers;

•

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

•

Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

•

Any of our promoters;

•

Any relative or spouse of any of the foregoing persons who has the same house as such person.

The promoter of our company is Scott Elgood.  Except for the transactions with Mr. Elgood noted above, there is nothing of value to be received by each promoter, either directly or indirectly, from us.  Additionally, except for the transactions noted above, there have been no assets acquired or are any assets to be acquired from each promoter, either directly or indirectly, from us.

MARKET FOR COMMON EQUITY AND

RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the Over the Counter Bulletin Board (OTCBB) upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the OTCBB or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of January 10, 2007, we had 41 registered shareholders and 54,742,500 shares outstanding.

Rule 144 Shares

In addition to the shares covered by this prospectus, a total of 2,000,000 shares of our common stock are available for resale to the public after August 5, 2005, in accordance with the volume and trading limitations of Rule 144 of the Act. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.

1% of the number of shares of the company's common stock then outstanding which, in our case, will equal approximately 36,500 shares as of the date of this prospectus; or

2.

the average weekly trading volume of the company’s common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

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

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

As of the date of this prospectus, persons who are our affiliates hold 2,000,000 of the shares that will be eligible for Rule 144 sales.  These persons would, however, be subject to the volume limitations discussed above and would not become eligible to use Rule 144(k) until at least three months after resigning as an officer and director, and then only if they retained less than 10% of the aggregate amount of common shares then outstanding.

Equity Compensation Plans

We have no equity compensation program including a stock option plan and none are planned for the foreseeable future.

Registration Rights

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

Dividends

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

1.

we would not be able to pay our debts as they become due in the usual course of business; or

2.

our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

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

EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to our Officer for all services rendered in all capacities to us for the fiscal periods indicated.

Our sole officer and director, Scott Elgood, was not compensated during the fiscal year ended September 30, 2005 but received $17,200 for the fiscal year ended September 30, 2006 and was issue 2,000,000 shares in exchange for services valued at $2000 for fiscal year ended September 30, 2004.

We presently do not have any compensation agreement with our sole officer and director.  We do not pay to our sole director any compensation for such director serving on our board of directors.

Stock Option Grants

We have not granted any stock options to the executive officers since our inception on July 30, 2004.

FINANCIAL STATEMENTS

September 30, 2006 and September 30, 2005

Page

Accountant’s Audit Report

F-1

Consolidated Balance Sheet

F-2

Consolidated Statements of Operations

F-3

Consolidated Statements of Income

F-4

Consolidated Statements of Changes in Stockholders’ Equity

F-5

Consolidated Statements of Cash Flows

F-6

Notes to Financial Statements

F-7

BLANCA CORP.

(A Pre-exploration Stage Company)

REPORT AND FINANCIAL STATEMENTS

September 30, 2006, 2005 and 2004

(Stated in US Dollars)

A PARTNERSHIP OF INCORPORATED PROFESSIONALS

AMISANO HANSON